论私募债券承销商对投资者的民事责任

On the Civil Liability of Underwriters of Private Placement Bond to Investors

私募债券承销商负有信息核查义务,应通过尽职调查对发行人发布的信息进行核查。承销商对投资者的责任性质上为侵权责任,归责基础为过错,以承销商具有故意或过失为必要。因果关系判断方面,事实上因果关系可采信息瑕疵重大性标准,法律上因果关系采相当因果关系理论。承销商赔偿责任的范围,包括投资者未能受偿之债权本金、利息、违约金等。

The underwriters for Private Placement Bond have the obligation to verify the information and shall check the information issued by the issuer through due diligence. The nature of the underwriters＇ liability to investors is tort liability, which is based on the underwriters＇ fault by intention or negligence. The standard of critically defected information can be adopted to judge the causation in fact, while Adaquanztheorie shall be adopted to judge the causation in law. The scope of the liability shall cover the principal, interest, liquidated damages, etc. , which the investors fail to receive.