| As a new form of liability imposed on negligent misrepresenters, proportionate joint and several liability demonstrates the spirit of the principle of proportionality, tallies with the principle of incentive compatibility, and has no contradiction with the existing law in terms of value judgment or norms. The proportionate liability under Section 21 D (f) of the U. S. Securities Exchange Act of 1934 is essentially proportionate joint and several liability. In determining the percentage of liability, a differentiated model for identifying different misrepresentations should be adopted. In this model fault and causation are taken as the criteria for ascertaining the percentage of the liability of all persons who have caused or contributed to the plaintiff's loss and the total percentage is 100 percent. This is the percentage of proportionate joint and several liability as well as the percentage of internal share of liability. Therefore, in terms of internal relations, there is no situation where the proportion of liability cannot be determined, and the issue of contribution is dealt with in accordance with Article 178 Paragraph 2 of Chinese Civil Code. In terms of external relations, a strong protection model should be adopted to allocate the entire risk of the debtor's insolvency to the debtor group. As long as the creditor has an uncollectible share and any proportionate joint and several debtor has not fully paid its proportionate share, the latter is required to continue to pay. In order to mitigate the impact on investors' interests when proportionate joint and several liability replaces full joint and several liability, it would be appropriate for proportionate joint and several debtors to be fully jointly and severally liable to small natural person investors, while continuing to be liable for the outstanding portion of other investors up to 50 percent of its proportionate share. |
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