財報不實之民事責任

Civil Liability for Financial Statement Attestation

2006年增訂之證交法第20條之1，目的在明確、強化財報不實之民事損害賠償責任。然其部分內容在學理上備受質疑，例如將「有價證券持有人」列為損害賠償請求主體之妥當性。部分內容在實務運作上遭遇困難，例如不實財報與損害之間因果關係之舉證、過失比例責任之認定及損害賠償額之計算等。本文嘗試參酌學理及實務見解就此等問題予以釐清。

In 2006, the Securities and Exchange Act added the status 20 of 1 to clarify and strengthen the civil liability for financial statement attestation. However, there is a highly contentious question among practitioners and scholars, such as the rationality of adding “the securities holder” as the subject of the financial statement fraud. Besides, there are lots of difficulties and gaps between rule and the reality, for example, the burden of proof in the causality between financial statements and civil damages, the definition of the proportion of Degree of Fault and the calculation of the amount of civil compensation, and so on. The study analyzes the judicial verdicts and theoretical opinions, try to let the issues to be clarified.