The Research On The Securities Investor Suitability System

The essence of "investor suitability ",that is,through understanding investors,understanding securities,and making securities products or services and investors' risk tolerance to adapt to each other.China's capital market is making continuous progress towards innovation and development.In recent years,suitability systems have been formulated in growth enterprise market,securities margin trading and stock index futures market and other fields.The legislation level of suitability system is not high,many contents are tedious and redundant,the classification of investors is not scientific,the dispute resolution mechanism vacancy and other problems,which cannot meet the needs of the innovation and development of China's securities market.In addition,small and medium-sized investors are in a weak position due to the big difference between them and securities companies in their ability to obtain securities market information.In order to balance the interests of both sides,it is more urgent to improve the investor suitability system in order to protect the legitimate interests of investors.This paper takes a typical case as the introduction of the question,and reflects on the judgment of the case.There are not many cases to bring a lawsuit against the violation of the suitability obligation.The main dispute focus of the court is whether the securities company has fulfilled the suitability obligation.At present,the court's judgment on such disputes is based on the investor's signature on the sales contract and risk disclosure,and apply the "buyer's assumption" rule that investors should take responsibility for themselves.From the point of view of contract law,signature means that both parties have indeed reached an agreement,however,financial products are different from other products,due to the different level of investors,they have different understanding of financial products.The "buyer beware" rule may not be a reasonable explanation for such disputes.Financial institutions tend to have more information advantages,so they should assume more obligations to maintain the fairness of the market.The suitability obligation of securities companies plays this role.Actually,suitability system and the "buyer's assumption" rule are not contradictory.Securities trading implementation "emptor" principle is the premise of the securities company faithfully fulfill their obligation to suitability and make investors get substantive justice.In practice,the investor suitability system is often confused with the qualified investor system,but the two are quite different.The investor suitability system is the suitability review of specific cases rather than the typical management system,while the qualified investor system is the general access system.From the origin of the investor suitability system in the United States and other countries that set up the suitability system,we can find that its evolution process is gradually integrated into the legislative system,and make it legal.China does not clearly stipulate the suitability system at the legislative level,but it is reflected in various normative documents,industry regulations and self-regulatory organization norms in the fields of growth enterprise market,securities margin trading and stock index futures market and other fields and so on.Regulators and self-discipline organization does increase a lot of obligations of securities firms,but not provided specific civil liability.When investors try to protect their interests in various ways,most courts do not accept it or impose losses on the buyer at his own expense.Investors often don't get a compelling reason.This also highlights the existing loopholes of the suitability system.Fundamentally,it is because of the rigid and unreasonable classification system,and the punishment is not strong enough to enable securities companies to fulfill the appropriate obligations and provide differentiated protection for investors.The above problems need us to go back to the source and legalize the suitability obligation from the content of the suitability system.As a specific obligation of good faith,the suitability obligation has the conditions for the establishment of legal obligations in many aspects,and it can be identified as the legal obligation in securities trading,so as to thoroughly solve the relief dilemma of investors when they face inappropriate sales behavior.At the level of investor classification,the property status is taken as an integral part of the measurement of investor status,and other factors are taken as the criterion to evaluate the fact judgment of whether investors can participate in corresponding financial transactions,and the irrational judgment of investors and the complexity of financial markets and financial products are taken into account.At the same time,the elderly investors need special protection.When a securities company does not perform or does not fully perform the obligation of suitability,it should assume the liability of contracting negligence or tort,adopt the principle of presumption of fault in the determination of civil liability,and judge whether the actor has done the higher duty of care that professionals in thesecurities field should have done.The principle of loss filling should be adopted to compensate the investors for the actual loss caused by the breach of the obligation of propriety.Besides litigation remedy,investors can also settle disputes through securities arbitration.