虚假陈述的监管与信息披露担保--基于虚假陈述民事赔偿责任的若干思考

信息披露制度是现代证券市场的重要基石,而虚假陈述则是发行人对信息披露义务的严重违反.为能有效地将虚假陈述拒于证券市场之外,除了由证券监管机关在各个环节层层把关,要求发行人严格履行信息披露义务之外,更应引入虚假陈述担保制度,由虚假陈述担保人就信息披露文件的虚假陈述与发行人承担连带赔偿责任,同时引入推定过错和推定因果关系理论,实现投资者追究信息披露担保人虚假陈述赔偿责任的可行性和合理性.

Study on the Regulation of Misrepresentation and Information Disclosure Guarantee--An analysis focusing on the issue of civil liability for damages caused by misrepresentation

The information disclosure system is the fundamental basis of the securities markets, thus misrepresentation is deemed to be issuer's serious violation of information disclosure obligation. In order to effectively bar misrepresentation from the securities market, the securities regulatory authority always keeps an eye on the details of each transaction of securities, and at the same time the law requires the issuers to comply strictly with the disclosure rules, however, these are never the least; it is recommended that misrepresentation guarantee rules be introduced into the securities regulation system, which is supposed to prescribe that those who guarantee the truth of the issuer's disclosure files shall assume the joint and several liabilities for damages caused by the issuer's misrepresentation. Meanwhile, it is suggested that doctrine of presumptive wrongs as well as the rule of presumptive causality be adopted, so as to make it much more reasonable and practicable to investigate the guarantor's joint and several liabilities for damages caused by issuer's misrepresentation .