摘要
招股说明书是具有法律约束力的意思表示,其内容、格式和披露程序具有法定性,其性质为要约,这一定位也已经成为国际证券法立法实践中的一个重要惯例。要约本质性在于合同主体作出的允诺。在合同缔结中,法律强制将当事人事实陈述与保证纳入合同条款,成为目前国际法律实践中的重要通例。
Prospectus is a legally binding manifestation, its content, format and procedures of disclosure are of the statutory characteristics, and its nature is offer. This position has become an important legislative practice of international securities law. In essence, Offer is the promise and assurance made by the parties. During the conclusion of the contract, the statement of the facts and ensurance will be included in the terms of the contract by law in force, which has become an important custom of international legal practice. Awareness of this issue is of great significance for us to understanding the nature of prospectus. The position of the offer in current legal system of our country has learn much from the international theoretical experience, but it needed to be clarified and improved.
出处
《时代法学》
2007年第6期47-53,共7页
Presentday Law Science
关键词
招股说明书
要约
陈述与保证
法律化
虚假陈述
Prospectus offer statement and ensurance legalization mispresentation
