Liability Of Intermediaries For False Statements In Securities Issuanc

The judgment of the "Wuyang Debt" case made the determination of the responsibility of the intermediary agency for false statements in securities issuance a hot topic.Following the introduction of the Several Provisions in 2022,the multi-year capital market development discussion on the liability of intermediaries in securities offering misrepresentation has entered a new phase.In cases of misrepresentation involving multiple subjects,the issuer or the listed company is often the sole subject responsible,or the intermediary agency,the issuer and the listed company are jointly and severally liable.The application of presumed causality directly leads to an all-ornothing state of the intermediary agency’s liability in judicial practice.In addition,in the “Wuyang Case”,the court creatively proposed “proportional joint and several liability”,but its legal basis and internal responsibility ultimately The issue of recovery remains unclear.This article summarizes the practical difficulties in the determination of intermediary liability for false statements in securities issuance from judicial practice,and further discusses the problems that still exist in judicial practice after the release of the "Several Provisions" in 2022.This paper is divided into four chapters.The first chapter is the evolution and theoretical basis of the liability for misrepresentation.Starting from the distribution rule system for misrepresentation,it sorts out the evolution of the liability system for misrepresentation,and the behavior of misrepresentation supported by the information disclosure system and fraud market theory.Regulate the legal basis,analyze the legal basis for the distribution of liability for misrepresentation,and explore the legal dilemma of proportional joint and several liability.The second chapter analyzes the judicial status quo of misrepresentation liability distribution,mainly starting from the "Wuyang Debt" case,to analyze the similarities between the "Wuyang Debt" case and other misrepresentation civil disputes,and its use as a bond-type misrepresentation dispute.At the same time,it sorts out and categorizes trial considerations through cases.The third chapter analyzes the extraterritorial analysis of the distribution of liability for misrepresentation.Taiwan region of China encounters difficulties in learning from the proportional liability of the United States,which provides a reference for the future development of misrepresentation in my country.The fourth chapter,the future revision of the intermediary agency’s liability for misrepresentation,first points out that in the case of the cancellation of the administrative responsibility pre-procedure,it is necessary to recognize the positioning of the judicial organ and the administrative organ.It is necessary to respect the principle of substantiveness,and it is not possible to determine whether an illegal act of misrepresentation is material only from whether there is a penalty by an administrative organ,or fluctuations in securities market prices and securities trading volume.At the same time,this paper points out that the existing method of calculating the loss of investment difference is less feasible in the bond market,and it is necessary to determine the final loss amount through the discretion of the people’s court or by referring to expert opinions.In terms of intentionality and negligence,the criteria for identifying intermediaries for their diligence and due diligence should not be as harsh as before,and only from the minor violations in the daily practice of intermediaries,it is determined that they have subjective negligence.Finally,under the new liability form of proportional joint and several liability,this paper points out that proportional joint and several liability is a further innovation based on general joint and several liability.The degree of the causative force of the final damage result is divided by the intermediary agency,which reflects the size of the causal force.