Study On Legal Issues Of Accounting Firm In Tort Dispute Of Securities Misrepresentation

In the tort dispute of misrepresentation,the identification of misrepresentation,fault identification,and responsibility-sharing of accounting firms have always been controversial.The judges of the second instance of the case of "Li Huaichuan vs.China Security Co.,Ltd." have certain representativeness in dealing with the above issues.Therefore,taking the case of "Li Huaichuan vs.China Security Co.,Ltd." as an example,combined with theory and practice to analyze the above controversial issues,we can further explore the root causes of the problems,to put forward practical and targeted suggestions and promote the settlement of disputes.The analysis shows that the key to the identification of misrepresentation by accounting firms lies in the authenticity judgment of "false report" and the identification of "materiality standard".The former needs to pay attention to the particularity of the "profit forecast report" and stipulates that "the authenticity of the basis of profit forecast" and "the rationality of the hypothesis of profit forecast" are the basis for its authenticity;The latter needs to establish a recognition mechanism of "materiality standard" based on "price-sensitive standard",supplemented by "investor decisionmaking standard" and referred to by written decision of administrative penalty.The key to the fault identification of accounting firms lies in the application of identification standards.Therefore,it is necessary to determine the type of "duty of care" that accounting firms should undertake,and then refine the content of fault identification standards under different "duty of care".The "duty of special care" needs to be identified through the "rational person standard",and the particularity of "professional opinions" and "profit forecast report" needs to be considered in the identification;The "general duty of care" needs to be identified through the "standard of ordinary people".When identifying,we need to pay attention to the differences in the content of obligations between different subjects.The key to responsibility-sharing of accounting firms lies in the application of sharing rules.Therefore,it is necessary to refine the sharing rules of all joint and several liabilities and some joint and several liabilities on the premise of clarifying that "intentional and gross negligence bears all joint and several liabilities,and general negligence and minor negligence bear some joint and several liabilities".The former needs to increase the rule of discretionary reduction to make up for the lack of rationality that may be caused by all joint and several liabilities;The latter needs to make it clear that "degree of negligence","size of causal force" and "overlapping relationship of causal force" are the basis of liability sharing under partial joint and several liabilities.