大地研究 | 证券市场虚假陈述案件裁判要点（上）

In the securities market, a false statement refers to an act by an information disclosure obligor who violates securities laws and regulations, making false statements contradicting the truth 、 misleading statements during the process of securities issuance and trading, or significant omissions or improper disclosures during information disclosure.

Article 4 of the "Several Provisions of the Supreme People's Court on Hearing Civil Compensation Cases for False Statements in the Securities Market" (hereinafter referred to as the "Several Provisions"), which came into effect in China on January 22, 2022, has made a clear legal determination of such acts.

If an information disclosure obligor makes false statements, misleading statements, or significant omissions in the information disclosed, and these acts violate the provisions on information disclosure in laws, administrative regulations, and relevant rules and normative documents formulated by regulatory authorities, then the people's court should determine it as a false statement.

To better understand and grasp the meaning of false statements, we need to focus on several key points:

The subject of false statements is specifically the information disclosure obligor.

The information disclosure obligor here refers not only to the directly responsible persons such as the controlling shareholder, actual controller, director, supervisor, and senior management personnel of the issuer, but also to the sponsor, underwriter and their directly responsible persons, as well as law firms, accounting firms and other professional intermediary service institutions and their directly responsible persons.

Those who do not have the obligation to disclose information, even if they have made false statements, misleading statements, or significant omissions, will not constitute false statements, but may constitute other types of securities violations.

The act of making false statements occurs throughout the entire process of public issuance and trading of securities, including the securities public issuance information disclosure stage and the continuous information disclosure stage after the securities are listed.

The determination of "major events" is also an important factor in judging false statements.

Article 80 of China's Securities Law provides a general provision on "major events," including major changes in the company's business strategy and scope of operations, major investment activities, the conclusion of important contracts, the occurrence of major debts, and the default situation of failure to repay major debts due, etc.

The occurrence of these "major events" may have a significant impact on the trading price of listed company stocks.

False statement behaviors can be divided into the following categories according to their forms: false statements, misleading statements, significant omissions, and "failure to disclose information as required" etc.

The constitutive elements of civil liability for false statements mainly include four aspects: false statements (illegal acts), harmful consequences, subjective fault, and the causal relationship between false statements and harmful consequences.