Workflow
债券市场虚假陈述
icon
Search documents
新《证券法》实施5周年专辑|债券市场虚假陈述损害赔偿责任的认定
Xin Lang Cai Jing· 2025-11-12 00:07
Core Viewpoint - The article discusses the liability for damages caused by false statements in the bond market, emphasizing the need to assess the nature of the false statement, the subjective fault of the defendant, the definition of investor losses, and the causal relationship [1][5][25]. Group 1: New Securities Law Impact - The revised Securities Law, effective from March 1, 2020, marks a significant milestone in the legal framework of China's capital market, balancing market efficiency with risk prevention [2][3]. - Key reforms include the implementation of a registration system, enhanced information disclosure, strengthened investor protection, and increased penalties for violations [3][4]. Group 2: Types of False Statements - False statements in the bond market can include false records, misleading statements, significant omissions, and improper disclosures, all of which violate the obligation of information disclosure [7][8]. - The essence of false statements is the violation of the information disclosure obligations by the issuer [6][8]. Group 3: Judicial Recognition of "Materiality" - The materiality of false statements is defined as information that would significantly impact a rational investor's decision-making [10]. - Courts focus on whether false statements directly affect the issuer's ability to repay debts, rather than short-term profitability [13]. Group 4: Liability Principles - The bond issuer bears fault-based liability for false statements, meaning they are responsible even if there was no intent to deceive [15][16]. - Controlling shareholders and actual controllers are presumed to have fault unless they can prove they did not participate in the false statements [17]. - Intermediary institutions also face presumed fault unless they can demonstrate due diligence in verifying the information [19]. Group 5: Investor Losses and Causation - Investors can claim compensation for actual losses due to false statements, including principal, interest, and reasonable expenses [21]. - Causation is divided into transaction causation and loss causation, with specific rules for proving each [22][25]. - Investors must provide evidence of their losses and the connection between the false statements and their losses [27][28]. Group 6: Practical Recommendations - Investors should preserve evidence of their bond purchases and losses, while issuers should strengthen compliance and risk isolation to mitigate potential litigation risks [24][29].