论证券虚假陈述纠纷下中介机构的民事责任承担模式

On the Civil Liability Models of Intermediaries in Securities Misrepresentation Disputes

摘要: 随着注册制改革的推进，证券虚假陈述纠纷频发，中介机构因其专业角色和较强的偿付能力而成为投资者索赔的重要对象。现行《证券法》确立的“连带责任 + 过错推定”模式在实践中导致责任失衡，部分案件甚至出现“轻微过错、全额赔偿”的现象。围绕中介机构责任承担，学界主要存在连带责任说、按份责任说与比例连带责任说三种学说，各有优缺点，但均难以独立回应投资者保护与责任合理分配的双重需求。对此，有必要在责任定性层面区分故意与过失：在故意情形下维持完全连带责任，以强化中介机构的“看门人”职能；在过失情形下引入比例连带责任，通过收费比例、过错程度和原因力大小等因素确定责任份额，并辅以职业责任保险、声誉评价机制和责任协同机制，形成可操作的制度框架。

Abstract: With the advancement of the registration-based reform, disputes arising from securities misrepresentation have become increasingly frequent. Due to their professional role and relatively strong solvency, intermediaries have become primary targets of investor claims. The current model established under the Securities Law—“joint and several liability combined with presumed fault”—has led to imbalanced responsibilities in practice, with some cases even resulting in situations of “minor fault but full compensation”. Academic discourse on intermediaries’ liability has centered around three main theories: full joint liability, liability in proportion to shares, and proportional joint liability. Each has its strengths and weaknesses but fails to independently reconcile the dual goals of investor protection and reasonable allocation of liability. It is therefore necessary to differentiate between intent and negligence at the level of liability characterization: in cases of intent, full joint liability should be maintained to strengthen intermediaries’ gatekeeping function; in cases of negligence, proportional joint liability should be introduced, with liability shares determined by factors such as service fees, degree of fault, and causal contribution. This framework should be supplemented by professional liability insurance, reputation evaluation mechanisms, and liability coordination mechanisms, thereby forming a feasible institutional structure.