The Judicial Determination Of Civil Compensation Liability Of Securities Misrepresentation ——A Case Study Of Mr.Ye V.Shanghai DZH Limited And Shu Lun Pan CPAs Co.,Ltd

When the court determines whether a company should bear civil compensation liability and how much compensation liability it should bear for it’s misrepresentation,the elements that need to be determined mainly include: the date of disclosure of the misrepresentation（including the disclosing day and the correction day）,the causal relationship between the misrepresentation and investor losses,the amount of losses and the responsibilities of intermediaries such as accounting firms.The determination of these basic elements is of great significance for resolving the differences between the two parties to the dispute,unifying judicial judgments,ensuring the stability of judicial judgments,and promoting the healthy development of the securities market.This article focuses on the civil liability for securities misrepresentation,taking Mr.Ye v.Shanghai DZH Limited and Shu Lun Pan CPAs Co.,Ltd as an example,to analyze the following focus of disputes: 1、Whether Shanghai DZH Limited should bear civil liability for investor losses.firstly,I analyzed from the aspects of the constitutive elements of securities misrepresentation,disclosing day,the causal relationship and so on.Then I making the significance of disclosing day as the start point,concluded the disclosing day of this case based on 886 judgments in 2020,and then judged that there is a causal relationship between the misrepresentation and the investor losses.Finally,I came to the conclusion that Shanghai DZH Limited needs pay for the investor losses.2、The method of determining the amount of civil compensation.To calculate the amount of civil compensation of securities misrepresentation,the total amount of investor losses should be determined firstly.And then deducting the loss which caused by systemic risk.Due to the lack of uniform regulations on the identification and calculation method of systemic risk,the identification of different courts in judicial practice is very different.3、Whether Shu Lun Pan CPAs Co.,Ltd shall be liable for the loss of investors and the manner in which it shall bear the responsibility.Through the analysis of existing laws and judicial interpretations,I found that there are inconsistencies in the Securities Law and the judicial interpretations,which makes this case a big difference in the identification and assumption of responsibility.I analyzed this with reference to the US securities law and the viewpoints of Chinese academic scholars.Based on practicability and professionalism,this paper puts forward three suggestions:（1）The conditions for determining the existence of a transactional causation should be more broadly defined;（2）the estimation of investor losses should be incorporated into forensic appraisal for supervision;（3）In view of the fact that the current judicial practice usually directly judges the audit institution to bear the general joint and several liability with the listed company for the loss of investors,the author believes that the audit responsibility should be further divided into general joint and several liability and supplementary joint and several liability according to the fault form of the audit institution.