Research On The Civil Liability Of Securities Intermediaries For Misrepresentation

On 17 February 2023,China ushered in a comprehensive stock issuance registration system after the successive pilot stock issuance registrations on the Science and Technology Venture Exchange,the Growth Enterprise Market and the North China Stock Exchange.Compared to the approved system,the registration system is based on the core concept of information disclosure,requiring the criteria,procedures,process and results of issuer review and registration to be made public.This not only imposes a higher requirement of diligence and due diligence on securities intermediaries,who are the "gatekeepers" of the capital market,but also challenges whether the civil legal regime for misrepresentation by securities intermediaries in China can adapt to a more open and transparent capital market.However,after examining the existing legal system and judicial cases,the current civil legal system for misrepresentation by securities intermediaries in China has many shortcomings,including the design of the recourse system under the guidance of the "gatekeeper" theory,which is contrary to the principle of equivalence of fault and liability,the contradiction of statutory liability,the vague path of civil liability determination,the vague standard of legal obligation and the vague exclusion of liability.Taking the problem as the guide,this paper examines the civil liability system for misrepresentation of securities intermediaries in overseas countries and Hong Kong,and at the same time combines the preliminary results of China’s judicial practice to propose the following ideas and suggestions for the improvement of the civil liability system for misrepresentation of securities intermediaries in China:firstly,change the concept of accountability,combine the criminal and administrative legal systems and industry self-regulatory supervision to achieve the optimal deterrent effect of the law;secondly,establish a proportional joint and several liability system by amending the law,resolve the contradictions between the law and regulations,and build a harmonized legal system.Secondly,to establish a proportional joint and several liability system by amending the law to resolve the contradictions between laws and regulations and build a coordinated and unified legal system;again,to clearly identify the civil liability of securities intermediaries by the fault pattern to solve the problem of ambiguity in the determination of civil liability;finally,to improve the standard of duty of care and exemptions for different professional securities intermediaries to solve the long-standing problem of the "liability of securities intermediaries"in China.Lastly,the improvement of the standard of duty of care and exclusion of liability for different professional securities intermediaries will solve the long-standing problem of "vague standard of obligation and difficulty in defense" for securities intermediaries in China.It is expected that China can improve the civil liability system for misrepresentation of securities intermediaries through four levels:changing the legislative concept,constructing the legal system,clarifying the determination path and clarifying the legal obligations,so that the system can better serve the transparent and open capital market under the registration system in China.