Topic
Securities
6,683 published works
China Law Insight
预先披露招股说明书也能构成欺诈发行？——公司证券争议解决手记（十）
By King & Wood
作者：刘凌云 沈迪 成功 张心瑜 某公司申请首次公开发行股票，在向审核、注册机构提交申请文件，并先后报送《招股说明书》的申报稿、上会稿和注册稿后，因其中涉嫌虚假陈述，撤回了申请注册文件。中国证券监督管理委员会随即决定终止其发行注册程序。此后，经过立案、调查程序，证监会向该公司发出《行政处罚事先告知书》，拟认定其在《招股说明书》中编造重大虚假内容，构成《中华人民共和国证券法（2019修订）》第一百八十一条第一款[1]所述的欺诈发行违法情形。 该公司不服，委托我们申请并代理听证。我们提出，该公司在证监会作出注册决定前“预先披露”招股说明书，不属于《证券法》第一百八十一条第一款限定适用的“公告的证券发行文件”行为，因而不构成股票欺诈发行违法行为。 阅读更多
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