- 期刊
商務律師意見書與律師責任－以美國及中國資產證券化及證券律師意見書為中心
Legal Opinion of Business Lawyer and Lawyer' Resposibility-Focus the U.S. and Chinese Legal Opinion of Securities and Securitization Lawyers
摘要
本文首先探討資產證券化及證券律師意見書的性質，其次，檢驗資產證券化及證券律師在什麼範圍應對公司財務資訊失靈負責。最後引進美國先進資產證券化律師責任制度，創設新的律師責任制度以及改進原有相關的制度。本文專注於美國和中國證券律師和資產證券化律師的文獻。結論認為即使在轉型期的中國，律師在提出意見書當時，該交易符合法律及行為規範，他可以出具意見書協助促成合法的資產證券化交易。這些創設或改進的制度不但有助於解決法律意見書的爭點並且對整個中國資產證券化產業成長都極有意義。
並列摘要
This article first examines the nature of legal opinions in securitization and securities. This article next examines the extent to which lawyers should be responsible for financial information failures. Finally, the article's suggestion focuses the system introduction of responsibilities of securitization and securities lawyers, and creates new systems of the responsibilities of securitization lawyers and improves the old systems. The article's analysis focuses the U.S. and Chinese literature of securities and securitization lawyers. Chinese lawyers should have the right to issue opinions that help facilitate securitization transactions where the opined on is neither illegal nor unethical as a matter of positive law at the time the opinion is issued. The resolution of these new and improved systems not only helps to resolve the issues of legal-opinion giving but also affects the development of Chinese securitization industry.