证券包销责任研究

Securities Underwriting Responsibility

证券承销是证券发行制度的最为重要的内容之一,证券包销责任又是证券承销商从事证券包销最根本的法定义务,是指在证券承销期满,由于诸多因素导致承销商无法销售其所承销的证券,依承销协议由承销商向发行人承担全部证券余额销售的责任。证券承销协议是证券发行的重要文件之一,也是证券发行所披露的信息之一,它涉及承销商包销责任的性质、抗辩权、法律后果等。证券包销责任是法定责任,不是约定责任,在承销协议中,包销责任是协议的核心内容,是承销商的法定义务。证券包销责任,是一种强制性责任,不能随意放弃、削减或豁免。包销证券余额是承销商最为基本的责任和义务,承销商企图主张豁免或削减证券包销责任的行为和做法,极不符合我国建立证券发行承销制度的初衷。证券承销协议可以规定,证券承销商在一定情形下,享有证券包销抗辩权,目的是避免和防范承销商承担不正当的证券承销风险责任,维护承销商合法权益。

Securities underwriting is the most systems. Underwriting obligation which is engaged in obligation. Due to many factors leading underwriters important element one of securities distribution securities underwriting is the most fundamental legal are unable to sell their securities, according to the underwriting agreement by the underwriter to the issuer. Underwriting agreement is an important issued securities document. It is one of the information disclosed by issuers. The underwriting agreement relates to the nature of the underwriting liability, defenses, and other legal consequences. Underwriting obligation is a statutory responsibility, not contractual obligations. In the Underwriting Agreement, the Underwriters responsibility which is the core protocol is underwriters statutory obligations. Securities underwriting obligations is a mandatory obligation and can not been given up, reduction or exemption. Underwriting securities balance is the underwriter of the most basic responsibilities and obligations. Underwriters attempt to claim exemption or reduction of securities underwriting responsible behavior and practices. That does not meet our established securities issuance underwriting system in mind. Underwriting agreement may provide that the securities underwriter in certain circumstances, has the right to defend securities underwriting. The purpose is to avoid and prevent improper securities underwriters underwriting risk assumed responsibility for safeguarding the legitimate interests of the underwriters.