In recent years, in the course of IPO business and audit of listed companies, CPAs of accounting firms have often turned a blind eye to the fraudulent behavior of listed companies or even helped to participate in the fraud, thus causing fraudulent IPO issuance. However, many of the data and materials of lawyers' legal due diligence are obtained from the procedures and results of CPA audit reports, which leads to the risk of third-party risks when lawyers do IPO channel business. Shang Luoyu talked about a typical case two years ago.

In June 2018, the Kyoto No. 1 Intermediate People's Court publicly pronounced the judgment in the first instance of the IPO law firm and lawyer of a listed company against the China Securities Regulatory Commission (CSRC). The Kyoto No. 1 Intermediate People's Court found in the first instance that the law firm and two lawyers in Kyoto City had committed illegal acts, and that the administrative punishment imposed by the China Securities Regulatory Commission was not improper, and the first-instance judgment rejected the claims of the three plaintiffs.

The law firm argued that the legal opinion issued by it was made on the basis of the relevant documents and audit reports provided by the listed company, and that the audit report had statutory probative effect, and that the law firm only had the obligation to directly adopt it in accordance with the law, and did not have the power to inspect the audit report, nor did it have the ability to do so. The law firm was not at fault for issuing the legal opinion, and the sued penalty decision imposed obligations and responsibilities on the plaintiff that exceeded the law.

But the court certainly doesn't think so, the court believes

1. Each intermediary agency shall be independently responsible for the report issued by itself, and it is not a relationship of mutual supervision, nor can the report issued by other intermediaries be used as the basis for exempting itself from due diligence responsibility.

2. The audit report cannot be used as a basis for exempting a law firm from its duty of diligence.

3. The company's financial status is undoubtedly a must be included in the process of due diligence by a law firm, and should be the focus of inspection.

4. In the working papers of the law firm, it only briefly summarized the accounts receivable and payable vouchers, and there was no evidence to prove that it had conducted a prudent inspection, and there was no doubt that the lawyer had failed to perform its duty of diligence.

At that time, after the verdict came out, various analysis stickers in the circle of friends swiped the screen, from the perspective of legal theory, from the perspective of the industry, from the perspective of division of responsibilities, and so on.

At that time, although the relationship between Huang Yixi and Shang Luoyu was not very harmonious, they also talked about this case, Huang Yixi was also a non-practicing member of a certified public accountant, and his professional knowledge was not top-notch, but he also had a bit of a theoretical foundation.

From a professional point of view, Huang Yixi believes that there are four reasons for the unclear definition of the legal liability of certified public accountants by the accounting profession and the legal profession:

1. There are contradictions between different legal provisions

The Securities Law and the CPA Law emphasize the causal relationship between work procedures and legal liability, while laws such as the Company Law, the Criminal Law, and the Interim Regulations on the Administration of Stock Issuance and Trading emphasize the link between the work results of CPAs and the legal liabilities they should bear. These different provisions lead to inconsistencies in relevant judicial interpretations, and ultimately the actual judicial decisions are inconsistent, and the coordination of contradictions between various laws is a relatively important issue in the CPA profession at present.

2. Problems related to the notification itself

Article 42 of the CPA Law and Article 202 of the Securities Law clearly state the civil liability of CPAs, but the Supreme Adjudication Body has notified the court that it will no longer perform its legal obligations and will only initiate a civil lawsuit based on the penalty decision made by the CSRC and its dispatched agencies.

3. Problems in the understanding of legal responsibility

The CPA Law clearly stipulates that CPAs are only liable to third parties for their "gross negligence" and "intentional" acts, and the Criminal Law also clearly stipulates that CPAs are criminally liable for "intentional" and "gross negligence". However, there are no professional standards and rules to distinguish between "ordinary negligence" and "gross negligence" and "willfulness". In addition, the Provisions of the Supreme Prosecution Agency and the Supreme Police Agency on the Standards for Prosecution of Economic Crime Cases stipulate that the criminal liability of certified public accountants is only the absolute amount of the loss, and does not take into account the different importance of the same amount of loss in companies of different business scales, which is not conducive to protecting the rights and interests of certified public accountants in criminal judgments.

4. The legal status of the Independent Auditing Standards

The Independent Auditing Standards are approved and implemented by the Ministry of Finance in accordance with the provisions of the Certified Accounting Law, and are departmental regulations. Although from a professional point of view, it is the only technical standard for judging whether a certified public accountant has violated rules or negligence in the course of practice, because it is a ministerial standard, judges rarely use it as the basis for judgment.

People have different positions, and their words are different, and the certified public accountant is right, the same is a medium institution, and the responsibility we should bear has been reflected in the agreement, your law firm takes more money than us, and it is not given to us, why should we bear this responsibility.

Shang Luoyu is a pragmatist, and he also understands that no matter how he analyzes and refutes, since the case has a conclusion, he should still work hard, and he should study or learn. Even if you have many grievances and think that it has increased the burden of the lawyer, this is the case.

Since then, Shang Luoyu will keep an eye on the IPO business when he takes over the IPO business, but he just wanted to make more money in addition to studying this major, and he didn't learn an extra major like Huang Yixi.

Although it is not too late, with his resilience, learning some financial knowledge can indeed help the lawyer's due diligence work, after all, analyzing a company from the perspective of economic substance can greatly broaden the perspective of the lawyer's understanding of the enterprise, and the so-called digging is the case.

However, this technology does not require people with only a basic accounting foundation, and professional matters still have to be handled by professionals.

And people's energy is limited, Shang Luoyu is a smart person, and he will not let his limited business be spent on this matter.

He originally hoped that Huang Yixi could come over to help him, but in the past two years, both of them have put their business into the competition.

Now that the competition is over, Huang Yixi is facing the stage of giving birth to a child and a baby.

Don't say that Shang Luoyu is reluctant to work hard for Huang Yixi, even if he is willing, Huang Yixi can't do it.

Therefore, Shang Luoyu now needs a financial professional who can be trusted and knows how to account, analyze and supervise the data they need.

Hearing Shang Luoyu's thoughts, Huang Yixi was very happy, so it was a good thing to say that Zhang Suying was taking the exam, thinking of this, she couldn't help but want to contact Zhang Suying and make her happy.

But was held down by Shang Luoyu: "You only care about others, and you don't want to think about how hard you are today, hurry up and wash up and come over for dinner, at this time, she may be on the way to get off work." ”