Lawyers’ Role and Function in the Capital Market
Date Issued
2013
Date
2013
Author(s)
Liu, Ming-Chieh
Abstract
With the commercial progress and prosperity of Taiwan, specialization becomes current trend. Lawyers have become indispensable in capital markets due to their profession. Meanwhile, corporate governance issues and division of the roles of professionals have recently been greatly discussed. However, most of the discussion is still concentrated on the role of directors, managers and accountants. As of today, only few studies focus on the role and function of lawyers in the capital market. Therefore, this thesis will explore this issue, examine the problems, and find the solutions.
This thesis first discusses the changing role of lawyers in order to show the difference between lawyers in the traditional litigation and that in the capital market. Through the compilation of relevant laws, this thesis will point out that regulations relating to lawyers in the capital market are not complete. Second, the thesis will conduct a comparative law research by introducing foreign provisions regarding lawyers in the capital markets, such as those established by the United States and England. For example, the “Sarbanes-Oxley Act 2002” authorizes the U.S. Securities and Exchange Commission to legislate “Standards of Professional Conduct for Attorneys Appearing and Practicing before the Commission in the Representation of An Issuer”. It endows the lawyers with gatekeeper obligations and improves the importance of lawyers in the U.S. capital market.
Finally, concerning the issue of Taiwan’s capital market operations, from the perspective of practice, this thesis will raise some issues and problems concerning lawyer’s performance in the capital market. For example, lawyers are not relied as much as that in the U.S; the roles that lawyers play in the capital market is uncertain and limited; legal opinions and due diligence checklist are simply a formality. Considering that lawyers in the capital market should bear certain public responsibility, the government authorities should pay more attention to the importance of lawyers in the capital market and provide a better practice environment. Meanwhile, the lawyer disciplinary system requires certain reforms to regain the trust of society and improve the quality of law practice. In addition, the government authorities should establish a better professional certification mechanism and enhance the interaction and combination of legal professionals and financial professionals, so as to satisfy the diversified needs in the capital market, and to increase lawyer’s participation in the capital market.
Subjects
守門員義務
資本市場
沙賓法案
律師懲戒制度
律師專業行為準則
Type
thesis
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