Civil Liability of Misrepresentation — Focusing on Article 20-1 of Securities and Exchange Act
Date Issued
2015
Date
2015
Author(s)
Chen, Tzu-Yin
Abstract
There are hundreds and thousands of information has been produced in securities market everyday, the way of the information to be relieved, called “disclosure”, is one of the most important topics in securities market. When it comes to disclosure, there are different aspects to consider from different market participators, but it’s undoubtedly that dig down this topic, information is the root that derives all the pressing issues including misrepresentation. Misrepresentation is forbidden by Taiwanese Securities and Exchanged Act, there are countless explanations and judgments in practice, but still, there are numerous issues unsolved yet. The main purpose of this thesis is to examine the pressing issue about misrepresentation, especially the one has been existed in Secondary Market. In chapter 2, this thesised start from tracing the value of “disclosure” in securities market, to unfold three related issues— Who, what and how. After deciding who are supposed to disclose the information, in chapter 3, the thesis further discussed that a more reasonable stipulation for issuer to take the responsibility in misrepresentation situation, is to modify the subjective element from absolute liability to negligence presumed. In chapter 4, the thesis attempted to calculate the standard of materiality by recognizing the function and range of the concept, and consider that the characteristic of information could generally be classified into financial related and non-financial related, moreover, the latter one is the main object for materiality standard to apply. Subsequently, the thesis discussed about liability in chapter 5, focusing on the relationship between proportionate liability and joint and several liability, and conclude that it’s necessary to figure out how much proportions for each defendants in trail, even for the one who is proved to be intended for misrepresentation. Beside, when plaintiff and defendants had settled, the amount of compensation which plaintiff claimed for should deduct the proportion that settled defendants are supposed to pay. Finally, the thesis made a conclusion and proposed a reform vision of Article 20-1 in chapter 6.
Subjects
misrepresentation
Article 20-1
issuer liability
materiality
proportionate liability
settlement
Type
thesis
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