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The Sharing Mechanism Of The Joint And Several Liability For Securities Misrepresentation

Posted on:2022-03-22Degree:MasterType:Thesis
Country:ChinaCandidate:W M ZhuFull Text:PDF
GTID:2506306725461834Subject:Economic Law
Abstract/Summary:PDF Full Text Request
Under the background of the registration system,the front-stage role of professional institutions,the reduction of the threshold of civil lawsuit for false statement and the increasing application of the system of compensation in advance will inevitably make the distribution of joint and several liability for misrepresentation become a focal issue.It is indeed necessary to determine the "respective scope and magnitude of responsibility" of the subjects of joint and several liability for misrepresentation in a scientific and reasonable way,and then determine their "shares".First of all,the division of responsibilities is a necessary prerequisite for accountability.However,in reality,the overlapping of information disclosure duties and the ambiguity of the connotation of "duty of care" make the boundaries of the responsibility of the information disclosure subject blurred,and ultimately lead to the dilemma of division of responsibility in the joint liability dispute of false statements.Secondly,there are still many disputes about the application of joint liability in judicial practice,especially in the case of negligence of professional institutions,which is likely to lead to fair dilemma.Thirdly,under the premise of clarifying the division of responsibilities and the applicable types of joint and several liability,the division of the final share of joint and several liability is the third biggest issue that needs to be faced in the sharing of joint and several liability.This paper will also focus on these three issues,namely the responsibility of the subjects,the optimization of the application of joint and several liability,and the sharing rules of joint and several liability.The main text is divided into four chapters.The first chapter summarizes the dilemma or the focus of dispute in the judicial practice of joint liability sharing of false statement by combing the cases of joint and several liability compensation for false statement: the dilemma of the distinction of information disclosure responsibilities between the responsible entities;the joint liability under the negligence infringement of professional institutions Whether to bear or not and the specific form of joint liability;misrepresentation of the rules and distribution standards of the final proportion of joint liability.The second chapter mainly summarizes the information disclosure responsibilities of the entities responsible for misrepresentation,distinguishes and sorts out the "special duty of care" and "general duty of care" of professional institutions,and the "duty and due diligence" and "duty of care" of company leaders.,Regarding the issue of unclear division of responsibilities,this chapter proposes corresponding suggestions in terms of refining industry rules and respecting the agreement on division of responsibilities.The third chapter is mainly based on the research on the application basis and specific application types of joint liability.The applicable basis of joint liability should be clearly defined as joint infringement and separate infringement requiring joint liability.Regarding the controversy of whether professional institutions' negligence and infringement are applicable to joint liability in judicial practice,this article argues that since professional institutions have a more prominent role in the context of the registration system,it is not appropriate to reduce the corresponding liabilities of professional institutions,but needs to be compacted,but in order to avoid professional institutions from falling into The "deep pocket" trap requires the application of partial joint liability rules to the joint liability of professional institutions.Point out the rationality and legitimacy of the specific application of partial joint liability in the joint liability sharing of false statements.This not only consolidates the responsibilities of intermediary agencies,but also strengthens the fairness of the distribution of responsibilities.The fourth chapter mainly focuses on the research on the final sharing rules of joint and several liability.At this stage,there is no clear basis for the sharing rules of joint and several liability for misrepresentation.In this regard,the "relative comparative negligence method" has a lot of room to play a role,in which fault The degree and causal force are typical internal allocation standards for joint responsibilities.The standard of the degree of fault is to determine the share of responsibility by examining the fault level of the responsible person,and the fault level is closely related to the information disclosure obligations of each subject.The causal power standard is to compare the causal power of each responsible person in transaction causality and loss causality,and determine its share of responsibility according to the investor's trust in each responsible person and the role played by each responsible person in the false statement.As far as the rules for the distribution of joint and several liabilities are concerned,the level of fault is distinguished by the duty of care,the degree of causal power is distinguished by the degree of influence,and factors such as fault and causal power are comprehensively examined to measure the degree of responsibility that each subject needs to share.
Keywords/Search Tags:Misrepresentation, Joint and several liability, Duty of care, Partial joint and several liability, Comparative negligence
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