Abstract:
The traditional issuer-centered liability attribution logic for typical securities struggles to accommodate the multi-party participation and phased transaction structure of asset securitization, creating challenges in determining liability for misrepresentation in enterprise asset-backed securities (ABS). It is necessary to transcend the traditional identity-centered securities liability paradigm and conduct comprehensive judgment primarily based on transaction timing stages, combined with each party's functional responsibilities in the product structure and their capabilities for risk identification, control, and blocking. During the asset formation stage, the originator, as the source controller of underlying asset information with distinct informational advantages, bears primary liability when false information is transmitted to investors through issuance disclosure documents; this liability extends to the securities issuance and ongoing management stages. The securities issuance stage represents the critical juncture where internal asset defects transform into market transaction risks. Managers, responsible for issuance organization, due diligence, and information integration, should bear prudent investigation obligations for information disclosure and significant gatekeeping responsibilities. Originators who continue participating in asset operations, cash flow realization, and information provision should bear core obligations and primary liability for providing underlying asset information. The liability of securities service institutions and other actual participants such as financial advisors should be differentiated based on their professional boundaries, participation depth, degree of external reliance, and risk blocking capabilities. Additionally, the principle of contributory negligence should apply, incorporating professional investors' risk identification obligations into loss allocation to achieve reasonable distribution of ABS misrepresentation liability among the issuance side, intermediary side, and investment side.
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