Reconsidering Personal Liability on Directors and Senior Managers for Misstatements and Non-Disclosures to the Securities Market

Posted: 15 Apr 2014 Last revised: 15 Aug 2014

See all articles by Wai Yee Wan

Wai Yee Wan

City University of Hong Kong (CityUHK) - Centre for Chinese & Comparative Law; Singapore Management University - School of Law

Date Written: December 31, 2008

Abstract

This article considers the recommendation made in the "Davies Review of Issuer Liability: Final Report" in respect of not extending the statutory civil liability regime, arising from the making of misstatements and non-disclosures by issuers under section 90A of the Financial Services and Markets Act 2000, to directors. It argues that the aim of a statutory civil liability regime under the provision should be founded on achieving optimal deterrence and that, based on such an aim, it is in fact justifiable to impose personal liabilities on directors and senior managers to investors directly if they have been responsible for the fraudulent making of misstatements or dishonest non-disclosures.

Keywords: Securities regulation, false and misleading statements, non-disclosures, publicly listed issuers

JEL Classification: K22

Suggested Citation

Wan, Wai Yee, Reconsidering Personal Liability on Directors and Senior Managers for Misstatements and Non-Disclosures to the Securities Market (December 31, 2008). 9 Journal of Corporate Law Studies 235, 2009 , Singapore Management University School of Law Research Paper No. 26/2014, Available at SSRN: https://ssrn.com/abstract=2425050

Wai Yee Wan (Contact Author)

City University of Hong Kong (CityUHK) - Centre for Chinese & Comparative Law ( email )

83 Tat Chee Avenue
Room P5300, 5th Floor, Academic 1
Kowloon Tong
Hong Kong

Singapore Management University - School of Law ( email )

55 Armenian Street
Singapore, 179943
Singapore

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