公開說明書與財務報告分別為證券發行市場及交易市場最主要之公開資訊，投資人可藉此獲取公司財務、業務、人事、組織、未來計畫等營運資訊，作為其是否投資之判斷依據。為確保該資訊之真實完整，證券交易法對於利用不實資訊而行證券詐欺之行為者，設有刑罰及民事損害賠償責任，而民事責任因兼具填補損害及嚇阻違法之功能，對被害人而言，更具實益。
然而，我國證券交易法於公開說明書與財報不實民事責任之規範上有所疏漏與差別，不僅產生適用上之困難與判決上之歧異，亦無法充分發揮民事責任之功能。因此，本文就二者之規範加以探討，並佐以實務判決，突顯其疏漏、衝突與矛盾之處，期能促使我國證券市場之法制更加健全及更具執行力，且判決不再分歧，讓當事人能獲得公平待遇，以達成發展國民經濟及保障投資之立法目的。
The main public information for securities issuance market and trading market respectively is prospectus and financial reports. Through it, investors can obtain the operation information related to company’s finance, business, human resource, organization and future plans in order to make the judgement for whether to invest it or not. To ensure the truth and completeness of the information, Securities and Exchange Act sets up criminal punishment and civil damage compensation responsibility towards the behaviors of securities frauds by untrue information while civil liability is with essential benefits towards victims because of its function of both damage compensation and deterrence of law violation.
However, there are some omissions and differences on the regulations for the untrue civil liability between prospectus and financial reports issued by Securities and Exchange Act in our country. This not only causes the difficulty of applicability and the different opinions on judgement but also creates problems in the full performance of the civil liability. Therefore, the article explores and discusses the two regulations and supports it with practical judgement to highlight the omissions, conflicts and contradictions with the expectation of urging sounder legal regulations with better execution forces for the securities market in our country as well as no divergence on the judgement. All the related parties can receive fair treatment to achieve the purpose of developing national economy and securing investment.
