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上市公司违反信息披露制度,是对股东知情权的侵犯,除接受监管部门的处罚外,还应承担其民事法律责任。侵犯股东知情权是侵权行为,是对法定义务的违反。此侵权行为的责任主体,是指违反证券法规定做出虚假陈述的单位或个人。针对不同的主体,适用不同的归责原则。发行人和发起人对证券发行侵犯股东知情权负无过错责任,发行人之外的人负过错推定责任。在侵犯股东知情权行为民事诉讼中,为便于代表人诉讼的提起,应当把代表人诉讼的范围进行扩大,将诉讼标的具有共同性或同类性改为有共同的事实问题或法律问题,将登记参加诉讼方式改为自动获得诉讼权利方式,权利人在法定的期间内只要不明确表明其退出诉讼,代表人将代表其利益参加诉讼,判决也将对其发生法律效力。
A listed company violating the information disclosure system is a violation of the shareholders’ right to information. In addition to receiving the punishment from the regulatory authorities, the listed company should bear its civil legal responsibility. Infringement of shareholders’ right to know is a violation of rights and a violation of legal obligations. The subject of liability for such infringement refers to the entity or individual who made the false statement in violation of the provisions of the securities law. For different subjects, apply different principles of attribution. The issuer and the sponsor have no fault liability on the securities issuance infringing on the shareholders’ right to know, and the persons other than the issuer have the fault presumption liability. In civil litigation that infringes on shareholders’ right to information, in order to facilitate the filing of litigation, the scope of representative litigation should be expanded, common or similar litigants should be changed to common factual or legal issues, and registration The mode of participating in the litigation should be changed to the way of automatically obtaining litigation rights. If the obligee does not clearly indicate its withdrawal from the litigation within the statutory period, the representative will participate in the litigation on behalf of her interests and the verdict will also have legal effect on the litigation.