Abstract: Reasonable allocation of the legal liabilities of intermediaries and scientific clarification of the boundaries of intermediaries’ liabilities are the prerequisites and basis for ensuring the due diligence of intermediaries under the registration-based IPO system. Specifically, the boundaries of intermediaries’ liabilities can be divided into three levels: boundaries of intermediaries’ liabilities between intermediaries and issuers, boundaries of intermediaries’ liabilities among intermediaries, and the identification of the liabilities of intermediaries themselves. The demarcation of the boundaries of liabilities at these three levels is a relation of progression in depth from the outside in. The structural logic of each level and the linkage between different levels are essentially a liability demarcation system that is based on the combination of the positioning of each intermediary’s liability in the information disclosure system and the standard of due diligence that each intermediary should adhere to.

Key Words: intermediary; duty of care; reasonable reliance; boundary of liability

Author: Chen Jie, research fellow, CASS Institute of Law; professor and doctoral supervisor, Law School of the University of CASS;

Source: 7 (2024) Securities Market Herald.