证券市场导报Issue(10)：55-65,11.
我国上市公司并购重组财务造假行政法律责任的重构
蒋学跃1
作者信息
- 1. 深圳证券交易所,广东 深圳 518038
- 折叠
摘要
Abstract
China's current Securities Law adopts a continuous information disclosure logic in the field of mergers and acquisitions of listed companies,designating listed companies as the primary responsible entities for M&A information disclosure,which may affect the legal liability allocation judgments regarding financial fraud.From overseas experience,U.S.securities law breaks through formal logical limitations by transferring the information disclosure obligations in mergers and acquisitions from listed companies to the actual controllers of target companies,making them bear strict legal liability.This paper recommends that China's Securities Law should similarly overcome formal logical constraints by explicitly designating the actual controllers of the target company as the obligated party for information disclosure when the listed company issues shares to acquire assets.These controllers should be incorporated into the regulatory framework for issuers and held accountable under fraudulent issuance provisions.As for the listed company and its directors and senior executives,they should be assigned continuous information disclosure obligations,bearing legal liability only when they fail to exercise due diligence in detecting financial fraud by target companies or when they neglect to promptly implement effective remedial measures after becoming aware of such fraud.关键词
并购重组/财务造假/信息披露/行政处罚Key words
mergers and acquisitions/financial fraud/information disclosure/administrative penalty分类
管理科学引用本文复制引用
蒋学跃..我国上市公司并购重组财务造假行政法律责任的重构[J].证券市场导报,2025,(10):55-65,11.
