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Article NO. Content

Title:

Securities and Exchange Act  CH

Amended Date: 2024.08.07 
Article 20-1 If there is any misrepresentation or concealment in the essential content of any financial report or financial or business document referred to in paragraph 2 of the preceding article or of financial reports filed or publicly disclosed pursuant to Article 36, paragraph 1, the persons in the following subparagraphs shall bear liability for compensation for damage suffered by the bona fide acquirers, sellers, or holders of the securities issued by the issuer:<br/>1. The issuer and its responsible person(s).<br/>2. Employees of the issuer who placed their signatures or seals on the financial report or the financial or business document in question.<br/>With the exception of the issuer, a person under any subparagraph of the preceding paragraph shall not be liable for damages if they can demonstrate that they exercised all due diligence and had good cause to reasonably believe that there was no misrepresentation or concealment in the reports or documents.<br/>A CPA who performs attestation of the financial reports or financial and business documents referred to in paragraph 1 shall be liable for compensation for any damage as set forth in paragraph 1 that arises out of their misconduct or their violation or neglect of their professional duties.<br/>With respect to a CPA's liability for compensation under the preceding paragraph, a bona fide acquirer, seller, or holder of securities may file a motion to the court to access the CPA's working papers and request to review or make copies of them. The CPA and the accounting firm may not refuse such a motion or request.<br/>With the exception of the issuer, when the negligence of a person(s) under any subparagraph of paragraph 1 or paragraph 3 results in the occurrence of damage set forth in paragraph 1, each such person shall bear liability for compensation in proportion to their degree of responsibility.<br/>The provisions of paragraph 4 of the preceding Article shall apply mutatis mutandis to paragraph 1.