论表决权征集虚假陈述及其民事责任

Misrepresentation in the Case of Collecting Proxy and the Relevant Civil-Liability

为使表决权征集制度真正服务于公司和股东,保护被劝诱的股东免受不必要的损害,许多国家和地区的公司法都对之有严格的法律规制,对表决权委托征集的构成条件、责任形式及范围都有着明确限定,表决权委托征集时的信息披露以及征集人因虚假陈述要承担相应的民事责任,我国的公司立法对此亦应在借鉴的基础上作出相应规定。

In order to make the proxy collecting system a true service to the company and its shareholders, and to protect the persuaded shareholders from unnecessary harm, the company law in many countries and areas has strict legal provisions with clear specifications of the constituting conditions for proxy collection and the form and scope of relevant civil liability. In the case of information disclosure clear lines have also been laid for the forms and extent of liability to be borne for the collecting and misrepresentation of the aspects of requisites to constitute to the crime. Thus legislative suggestions are put forward for the corresponding company law making process in China.