证券虚假陈述民事责任问题研究
发布时间：2019-05-30 11:33
【摘要】：自1986年新中国证券市场建立以来，我国证券业迅速发展，证券交易品种日益繁多、投资数额大幅递增。证券业蓬勃发展的同时，对于证券法律体系的完善也急需与时俱进。从日本“百年老店”奥林巴斯会计造假到美国“世界百强”高盛集团投资欺诈，从我国“证券虚假陈述第一索赔案”东方电子虚假记载到“白酒巨头”五粮液不规范披露。近年来，世界各国证券市场中，因虚假陈述行为引发的诉讼案件屡见不鲜，虽然刑罚能在打击犯罪、行政处罚能在规范市场秩序方面起到一定作用，但两者都难以在最大程度上弥补善意投资者的损失。在证券市场法律体系极为完善的美国，虚假陈述民事诉讼在司法实践中处于重要地位，与此同时，证券虚假陈述民事责任相关法律问题也逐渐进入我国学者的研究视野。 五粮液虚假陈述一案作为2009年证券市场最具影响力的案件，其影响范围之大、涉及面之广，已经成为继东方电子案、银广夏案、科龙电器案、大庆联谊案之后最值得关注的证券虚假陈述案件。笔者发现法院在处理上述案件引起的民事诉讼时，往往离不开对于虚假陈述民事责任之基本构成要件的认定。其中，对虚假陈述行为、责任人和因果关系的界定，在审判实践时，显得尤为重要。而在诉讼程序方面，美、日等资本市场发达国家已经建立了较为全面的法律机制，因此笔者希望通过深入比较，为完善我国证券虚假陈述民事责任制度提供帮助。 本文以证券虚假陈述民事责任相关法律问题为研究对象，结合法学和金融学的知识，综合运用比较分析法、历史分析法和法解释学等方法，在比较发达国家和台湾地区对于虚假陈述民事责任的相关制度规定的基础上，对我国虚假陈述民事责任中的构成要件和诉讼程序进行深入分析，重点探讨五粮液虚假陈述案中涉及的民事责任问题，，进而提出改进建议。本文拟从以下五部分进行探讨： 第一章在简要介绍宜宾五粮液股份有限公司虚假陈述一案的基础上，对该案涉及的民事责任当事人、因果关系和前置程序中存在的问题提出疑问。 第二章主要对证券虚假陈述民事责任行为的基础理论进行分析，对该案涉及的具体行为进行深入探讨。 第三章主要比较境外相关法律法规，介绍我国关于证券虚假陈述民事责任当事人的具体规定，从责任人和请求权人两方面对该案民事责任当事人进行深入探讨。 第四章主要比较美国相关法律法规，介绍我国关于证券虚假陈述民事责任因果关系的具体规定，以虚假陈述揭露日为重点对该案涉及的因果关系进行深入探讨，并提出建议。 第五章对我国证券虚假陈述民事诉讼前置程序进行分析，对该程序中存在的问题进行反思，并提出建议。
[Abstract]:Since the establishment of New China's securities market in 1986, China's securities industry has developed rapidly, the variety of securities transactions has become more and more, and the amount of investment has increased greatly. With the vigorous development of the securities industry, the improvement of the securities legal system is also in urgent need of keeping pace with the times. From the accounting fraud of Olympus in Japan to the investment fraud of the "Top 100 Goldman Sachs Group in the World" in the United States, from the "first claim of false statement of Securities" in China to the irregular disclosure of Wuliangye of "Liquor Giant". In recent years, litigation cases caused by false statements are not uncommon in securities markets all over the world, although penalties can play a certain role in cracking down on crimes and administrative penalties can play a certain role in standardizing market order. But neither can make up for the losses of bona fide investors to the greatest extent. In the United States, where the legal system of the securities market is very perfect, the civil litigation of false statements plays an important role in judicial practice. At the same time, the legal issues related to the civil liability of false statements of securities have gradually entered the research field of vision of Chinese scholars. The case of Wuliangye's false statement, as the most influential case in the securities market in 2009, has become the case of Dongfang Electronic case, Yinguang Xia case and Kelong Electric Appliance case, which has a wide range of influence. After Daqing Friendship case, the most worthy of attention is the case of false statement of securities. The author finds that when the court deals with the civil proceedings caused by the above cases, it is often inseparable from the identification of the basic constituent elements of the civil liability for false statements. Among them, the definition of false statement behavior, responsible person and causality is particularly important in trial practice. In the aspect of litigation, the developed countries such as the United States and Japan have established a more comprehensive legal mechanism, so the author hopes to improve the civil liability system of false statements of securities in China through in-depth comparison. In this paper, the legal issues related to civil liability for false statements of securities are taken as the research object, combined with the knowledge of law and finance, and the methods of comparative analysis, historical analysis and legal hermeneutic are used comprehensively. On the basis of the relevant regulations of civil liability for false statements in more developed countries and Taiwan, this paper makes an in-depth analysis of the constituent elements and litigation procedures of civil liability for false statements in China. This paper mainly discusses the civil liability involved in the case of false statement of Wuliangye, and then puts forward some suggestions for improvement. This paper intends to discuss from the following five parts: the first chapter, on the basis of a brief introduction to the case of false statement of Yibin Wuliangye Co., Ltd., deals with the parties involved in the case. The causality and the problems existing in the pre-procedure are questioned. The second chapter mainly analyzes the basic theory of civil liability behavior of securities false statement, and probes into the specific behavior involved in this case. The third chapter mainly compares the relevant laws and regulations abroad, introduces the specific provisions of our country on the civil liability parties for securities false statements, and probes into the civil liability parties in this case from two aspects: the responsible person and the applicant. The fourth chapter mainly compares the relevant laws and regulations of the United States, introduces the specific provisions of our country on the causality of civil liability for securities false statements, probes into the causality involved in the case with emphasis on the date of disclosure of false statements, and puts forward some suggestions. The fifth chapter analyzes the pre-procedure of civil litigation of false statement of securities in our country, reflects on the problems existing in this procedure, and puts forward some suggestions.
【学位授予单位】：华东政法大学
【学位级别】：硕士
【学位授予年份】：2013
【分类号】：D923;D922.287
本文编号：2488798
[Abstract]:Since the establishment of New China's securities market in 1986, China's securities industry has developed rapidly, the variety of securities transactions has become more and more, and the amount of investment has increased greatly. With the vigorous development of the securities industry, the improvement of the securities legal system is also in urgent need of keeping pace with the times. From the accounting fraud of Olympus in Japan to the investment fraud of the "Top 100 Goldman Sachs Group in the World" in the United States, from the "first claim of false statement of Securities" in China to the irregular disclosure of Wuliangye of "Liquor Giant". In recent years, litigation cases caused by false statements are not uncommon in securities markets all over the world, although penalties can play a certain role in cracking down on crimes and administrative penalties can play a certain role in standardizing market order. But neither can make up for the losses of bona fide investors to the greatest extent. In the United States, where the legal system of the securities market is very perfect, the civil litigation of false statements plays an important role in judicial practice. At the same time, the legal issues related to the civil liability of false statements of securities have gradually entered the research field of vision of Chinese scholars. The case of Wuliangye's false statement, as the most influential case in the securities market in 2009, has become the case of Dongfang Electronic case, Yinguang Xia case and Kelong Electric Appliance case, which has a wide range of influence. After Daqing Friendship case, the most worthy of attention is the case of false statement of securities. The author finds that when the court deals with the civil proceedings caused by the above cases, it is often inseparable from the identification of the basic constituent elements of the civil liability for false statements. Among them, the definition of false statement behavior, responsible person and causality is particularly important in trial practice. In the aspect of litigation, the developed countries such as the United States and Japan have established a more comprehensive legal mechanism, so the author hopes to improve the civil liability system of false statements of securities in China through in-depth comparison. In this paper, the legal issues related to civil liability for false statements of securities are taken as the research object, combined with the knowledge of law and finance, and the methods of comparative analysis, historical analysis and legal hermeneutic are used comprehensively. On the basis of the relevant regulations of civil liability for false statements in more developed countries and Taiwan, this paper makes an in-depth analysis of the constituent elements and litigation procedures of civil liability for false statements in China. This paper mainly discusses the civil liability involved in the case of false statement of Wuliangye, and then puts forward some suggestions for improvement. This paper intends to discuss from the following five parts: the first chapter, on the basis of a brief introduction to the case of false statement of Yibin Wuliangye Co., Ltd., deals with the parties involved in the case. The causality and the problems existing in the pre-procedure are questioned. The second chapter mainly analyzes the basic theory of civil liability behavior of securities false statement, and probes into the specific behavior involved in this case. The third chapter mainly compares the relevant laws and regulations abroad, introduces the specific provisions of our country on the civil liability parties for securities false statements, and probes into the civil liability parties in this case from two aspects: the responsible person and the applicant. The fourth chapter mainly compares the relevant laws and regulations of the United States, introduces the specific provisions of our country on the causality of civil liability for securities false statements, probes into the causality involved in the case with emphasis on the date of disclosure of false statements, and puts forward some suggestions. The fifth chapter analyzes the pre-procedure of civil litigation of false statement of securities in our country, reflects on the problems existing in this procedure, and puts forward some suggestions.
【学位授予单位】：华东政法大学
【学位级别】：硕士
【学位授予年份】：2013
【分类号】：D923;D922.287
【参考文献】
相关期刊论文 前4条
1 刘华;;外高桥证券虚假陈述案,普华永道能否免责?[J];财会学习;2010年01期
2 姜波;;“五粮液虚假陈述案”的法律分析[J];法制与社会;2010年23期
3 刘科研;;*ST九发因虚假陈述被诉 32名投资者索赔855万[J];中国经济周刊;2008年Z2期
4 阎春光;;“中国股市虚假陈述第一案”全面调解结案[J];中国审判;2008年04期
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