证券发行保荐制度意在建立市场化的证券发行责任约束机制,提高供给证券的质量,而不是另寻一责任主体来担保发行人因违法行为对投资者承担的债。目前市场上普遍存在的保荐机构与发行人是同样的责任主体的观念是不可取的。要充分认识到证券发行主体有足够的冲动欺骗保荐人以实现融资的目的,保荐人只是以自己的专业判断和市场公信力为投资者提供优质的证券,其只能在一定的合理程序下收集资料并做出自己的判断。另外,现有的制度只是强调了对于保荐人对发行人信息披露不实所生之债的法律责任,这只是保荐责任的一个方面,更重要的方面即保证发行人治理结构的完善上,其责任却没有规定。因此,为完善保荐责任,必须规范保荐人的责任形式,此外,根据保荐制度建立后保荐人和承销商业务不同,需明确二者的业务范围以公平确定二者的法律责任。 Securities issuance sponsorship system is intended to establish a market-based securities issuance responsibility restraint mechanism to improve the quality of the supply of securities, rather than looking for another responsible body to guarantee the issuer due to illegal acts of investors bear the debt. The prevailing concept of the sponsor and the issuer in the current market is the same subject of responsibility is not desirable. To fully recognize that the main body of securities issuance has enough impulse to deceive the sponsors for the purpose of financing, the sponsors only provide the investors with high-quality securities based on their own professional judgment and market credibility, which can only collect the information under certain reasonable procedures And make your own judgment. In addition, the existing system only emphasizes the legal liability of the sponsor for the false information about the issuer’s information disclosure, which is only one aspect of the sponsor’s responsibility. The more important aspect is to ensure the perfection of the governance structure of the issuer. Responsibility is not regulated. Therefore, in order to improve the sponsor’s responsibility, the sponsor’s liability form must be regulated. In addition, according to different sponsors and underwriters’ business after the establishment of the sponsor system, it is necessary to define the scope of business of the two parties so as to determine their legal responsibilities fairly.