| The Supreme People ’s Court issued “Several Provisions on the Trial of Civil Compensation Cases Resulting from False Statements in the Securities Market”(hereinafter referred to as “False Statement Compensation Regulations”)to refine the determination of the majority ’s tort liability,and adopts a “common tort” liability chapter.It is stipulated that it includes the statutory situation of joint infringement between the issuer,the listed company and the intermediary institution.However,under the statutory situation,the intermediary institution,such as an accounting firm,applies the joint tort liability but there is a dilemma in determining the rules.In the absence of clear and detailed rules,the application of the general tort liability elements becomes an inevitable way.However,when the accounting firm falsely declares the common tort liability determination,there are unclear behaviors in the objective requirements,weak causal explanation,update of the damage result determination rules,and The dilemma that the standards of mistakes in subjective requirements are easily confused.Therefore,this article focuses on clarifying the common tort liability determination rules for false statements of accounting firms,in order to improve the common tort liability of accounting firms and other intermediaries in the civil compensation for false statements of securities,and to protect the legitimate rights and interests of investors while effectively linking tort liability theory.This article consists of two parts: an introduction and a body.The body is composed of four chapters.The main contents are as follows:The first chapter raises questions through the introduction of the Shanghai Great Wisdom case,establishes a logical premise through the interpretation of the basic meaning of the joint tort liability by false statements,and effectively distinguishes between joint tort liability and majority tort liability.Afterwards,the focus of the writing was placed on the review and review of the legislative status of the joint false liability of the accounting firm ’s false statements,and through the review,it was found that the “Several Provisions” adopted a direct affirmation of the common tort nature of the false statement of the accounting firm and directly liable Make regulations.Although the elements of liability determination are not clear,the law stipulates that the assumption of joint and several liability is biased.Therefore,the chapter also clarifies from the theoretical and practical significance that it is indeed necessary to clarify the common tort liability determination of false statements by accounting firms.Chapter 2 begins to subdivide the specific determination rules of the requirements for the common tort liability of false accounting statements by accounting firms.First,Chapter 2 defines the common torts of false accounting statements by accounting firms.The revision of the "significance" standard in the Minutes of the Trial Work Conference(hereinafter referred to as the "Minutes Minutes")also directly affects the determination of joint tort liability for false statements by accounting firms.In the "Several Provisions" and subsequent judicial supplements,it gradually became clear that the act of issuing false reports was the main tort.At the same time,according to the investigation of the joint tort system,the accounting firm helped and abetted the false statements of listed companies should actually be Be included in joint torts.The third chapter is to investigate the subjective elements of the joint tort liability of the accounting firm for false statements.First,it clarifies the institutional and expert responsibilities that have been confusing in theory.It is clear that the accounting firm is the main body of responsibility rather than a certified accountant.Second,the subjective The determination of fault applies the analysis and interpretation of the duty of diligence,and clarifies the "knowingly" and "should know" in the duty of diligence from the general obligations of the Securities Law and specific provisions of the law such as "Several Provisions",where "knowingly" includes The situation of malicious collusion and tacit cooperation between the accounting firm and the listed company of the issuer.It is more difficult to determine the understanding of the practice standards in the context of "should know",emphasizing that professional caution is the main standard of fault determination in the general tort liability of accounting firms,and the common tort liability of false accounting statements by accounting firms is based on the obligation of high attention.The connotation of the practice standards is the basis for identification.Chapter Ⅳ analyzes the results of joint tort damages and causality of false statements by accounting firms.The "Minutes Minutes" abandons the limitations of the "mirror rules",and further clarifies the disclosure of false statements on the market for the investigation of the regulatory authorities and the authoritative media.If there is an obvious reaction in the published disclosure articles and other information,it can be regarded as a false statement disclosure day.In terms of actual loss identification,it is recommended to absorb foreign experience and determine a more reasonable loss identification period.In the determination of causality,adhere to the presumption of "fraud market theory" on transaction causality,and use the affirmation of single causality in the general theory of joint tort to presume that accounting firms and issuers and listed companies make false statements Infringement "consistency". |
