Research On The Civil Liability Of Verification Institutions In The Securities Market Misrepresentation

Under the background of the full implementation of the registration system,there are more and more cases involving litigation in securities examination institutions,and the risk of huge compensation for false statements by examination institutions is also increasing.However,at present,the provisions of China ’s " Securities Law " on the civil liability of the trial institutions are too broad,and there are inherent contradictions with the relevant judicial interpretations.Even if the Supreme People ’s Court has revised the " Several Provisions of the Supreme People’s Court on the Trial of Civil Compensation Cases Arising from False Statements in the Securities Market " in2022,the problem of excessive joint and several liability of the trial institutions in false statements has not been solved.In judicial practice,the judgments of civil liability for false statement disputes by various trial institutions are various,and the ways of liability are different.Among them,the proportion of joint and several liability has an unreasonable basis,and the scope of liability is unclear.Disputes such as definition have received more and more attention.Therefore,the focus of theoretical and practical research has shifted from the nature of civil liability and the determination of causality in securities misrepresentation to the question of what kind of responsibility and how much responsibility should be assumed.At present,the academic community has reached an agreement on the irrationality of assuming all joint and several liability without distinguishing the subjective state,but how to assume responsibility and how much responsibility is still the focus.Based on the realistic dilemma of the civil liability of the examination institution in the false statement of securities in China,this paper is devoted to solving the problem of the fair dilemma caused by the application of all joint and several liability by the examination institution in the false statement of securities,the insufficient basis for the application of proportional joint and several liability and the inappropriate division of liability ratio.Based on the current situation of judicial practice in China,this paper constructs a civil liability model that distinguishes subjective states by drawing on the differentiated liability system of the US securities law: when the subjective state of the securities verification institution is intentional,it bears all joint and several liabilities;When the subjective state is negligence,further distinguish between gross negligence and general negligence,and bear proportional joint and several liability and proportional liability respectively.On the basis of determining the way of assuming responsibility,the dual framework of duty of care is constructed and its connotation is refined by drawing on the mature experience of the United States,and on this basis,the criteria for determining fault are refined and clarified.Finally,in order to reasonably allocate the responsibilities of the securities verification body,by considering the scope of the examination body’s responsibilities,its role in information disclosure and other factors to measure the causal force,the judge can scientifically and reasonably determine the proportion of responsibility of the appraisal institution based on the facts of the case,so as to achieve a fair distribution of responsibility.