Research On Civil Liability Of Directors Of Listed Companies In Misrepresentation Of Securities

Listed companies and related entities that violate information disclosure obligations in the securities market are required to make damages to investors who have made securities transactions due to reliance on false information and suffer losses.China's "Securities Law" and "Several Provisions of the Supreme People's Court on the Trial of Civil Compensation Cases Caused by False Statements in the Securities Market"(hereinafter referred to as "Several Provisions")stipulates the responsible directors in the false statement of liability disputes in securities China needs to bear joint and several liability with the listed company,but the nature,scope and constituent elements of the responsibility are not clear and there is some controversy.This paper analyzes the civil liability of false statements and the legal basis of directors' liability,and combines domestic and foreign legislation and judicial experience to clarify and reconstruct the directors' liability of listed companies in China's securities misrepresentation disputes.This paper consists of three parts: introduction,body and conclusion.The text is divided into four chapters:The first chapter introduces the civil liability of the information disclosure system and the false statements of securities.The information disclosure system requires that the content disclosed by the information disclosure obligor must be truthful,accurate,complete and timely.If the information disclosure obligor violates the above obligations and there is an information disclosure violation,it is necessary to bear civil liability for the losses caused to the investor.The second chapter introduces the legal basis of the civil liability of the directors of listed companies in the false statement of securities.As the insider of the company,the director should be responsible for the external responsibility of the company.However,in the case of directors having subjective faults,they are accountable and require direct liability to third parties.The nature of the director's liability to the third party is the parallel of the statutory liability and the tort liability.The basis of the director is the guarantee and fiduciary duty of the director,and the director's obligation not to infringe on the property of others.The third chapter introduces the legal consequences,the principle of imputation and the constituent elements of the directors' liability of listed companies in the false statement of securities.By arranging the concepts of the legal system of liability,fault,and joint infringement,and combining the relevant provisions of the Securities Law and the Several Provisions,the article considers that the directors should assume additional joint and several liability under the statutory responsibility,and the principle of imputation is the fault of presumption of fault.Under the tort liability,the director and the company constitute a joint infringement,and bear the general joint responsibility,and the principle of imputation is the fault liability.Therefore,the constituent elements of the director's responsibility in the false statement can be divided into three parts: the main element,the subjective element and the objective element.The main elements include "Directors are responsible";subjective requirements include "fault" under statutory liability and "intentional or gross negligence" under tort liability;objective requirements include "Materiality","transaction causation","loss causation" and "economic loss".In addition,the chapter also introduces the issue of internal responsibility sharing and recovery after external compensation.The fourth chapter introduces the system of directors' liability limitation.Responsibility needs to be borne,but not without restrictions.Directors' responsibilities are also limited.A listed company may easing the director's responsibilities by exempting directors' liability,director's compensation and director's liability insurance system.If a director is involved in a dispute of a false statement,if there is a director's compensation system,the company may prepay the lawyer's fees and other expenses for the director,unless the director has deliberate or gross negligence and other acts that violate the loyalty obligations.If the company purchases director liability insurance for the directors,the investor may also directly claim from the insurer in the absence of an exception.The purpose of limiting directors' responsibilities is to discriminate against directors with subjective viciousness on the one hand,and to provide risk aversion and decentralization for directors who do not have subjective viciousness on the other,to avoid damaging their business management enthusiasm,resulting in a decline in corporate efficiency.Ultimately damage the interests of investors.