摘要
Abstract
In recent years,the overall level of bond default risk has attracted market attention.The lag in the civil litigation system for bonds consequently reveals several issues,which lead to some negative effects including an imbalance in the rights,liabilities,and interests of intermediary institutions,the emergence of a"vulture"effect in the bond market,and increased financing difficulties for bond-issuing enterprises.Surveys indicate that,due to the cognitive bias involving insufficient differentiation between stocks and bonds in judicial practice surrounding bond misrepresentation,the civil litigation system for bond misrepresentation faces problems that are misaligned with the unique characteristics and rules of the bond market.These problems manifest in the application of law,the logic for determining elements of tort,and the liability mechanism for intermediary institutions.The development of a multi-tiered bond market depends on a solid legal foundation.To address institutional and practical problems in China's civil litigation system for bond misrepresentation,we should draw on international experience to address the following issues.First,the unified application of the Company Law and Securities Law to the bond market should be clarified.Second,the logic for determining elements of tort,including the materiality standard,transaction causation,loss causation,and rules for calculating damages,should be adapted in accordance with the distinctions between bonds and stocks.Third,in accord with different stages of issuance and trading as well as specific professional scope of intermediary institutions,the principles of liability attribution,standards for determining subjective fault,and internal recourse rules of intermediary institutions in civil litigation involving misrepresentation should be adjusted.Accordingly,the gatekeeping liabilities of intermediary institutions are commensurate with their degree of fault.关键词
证券法/债券市场/虚假陈述/民事诉讼/中介机构Key words
Securities Law/bond market/misrepresentation/civil litigation/intermediary institution分类
社会科学
