证券虚假陈述案件中律师事务所的责任边界

Analysis on the Boundary of Responsibilities of Law Firms in Stock Market Misrepresentation Cases

信息披露制度是投资者了解资本市场现状、作出理性交易判断、承担交易风险的前提,更是证券市场健康发展的根本保证。《证券法》修订后大幅提高证券服务机构的违法成本,调治虚假陈述损害投资者利益这一痼疾。律师事务所作为证券市场"看门人",负有在证券发行、交易诸多环节出具真实、准确的法律文件的责任,以履行自身的信息披露义务。装睡的"看门人"怠于履职,其行为破坏了公平公开的投资环境,必将付出违法违规的成本。然而行政、民事司法实践中律师事务所责任边界却存在争议,当前亟需明确《证券法》中勤勉尽责义务内涵以及其他规范性文件中律师事务所履行注意义务的操作细则,推进证券业及律师行业繁荣发展。

The information disclosure system is the prerequisite for investors to know the state of the capital market,make rational judgments about transactions,and bear trading risks.It is also the fundamental guarantee to the sound development of the stock market.Misrepresentation is a chronic disease detrimental to the interests of investors.The revised Securities Law has greatly increased the cost of illegal misrepresentation for securities service agencies.Law firms,as"watchdogs"in the stock market,should issue true,accurate legal instruments and fulfil their own information disclosure obligations during various links of securities issuance and trading."Watchdogs"who turn a blind eye and fail to fulfil their responsibilities should pay the price of breaking laws and regulations as their acts have damaged the fair,open investment environment.However,there are disputes over the boundary of responsibilities of law firms in administrative and civil judicial practices.At present,it is imperative to clarify the boundary of responsibilities of law firms,specify the content of due diligence in the Securities Law,and define the detailed operating rules for law firms to perform the duty of care as mentioned in other normative documents,so as to promote the prosperous development of the securities industry and the legal profession.