保荐人一词最早从香港传入内地证券市场,其职能是对发行人进行全面辅导,规范发行人治理结构和经营行为,使其在形式上和实质上符合发行、上市条件,并在上市后对发行人进行督导,以使后者持续规范运作,避免业绩大幅震荡和资金占用等短期行为,以切实保护中小投资者的合法权益。如果保荐人不能诚信勤勉和恪尽职守,那么就要对上市公司运作中出现的违法违规行为担负连带责任。一、美国的保荐人制度当前,纳斯达克的保荐人制度正在向着多层次化、多元化发展, The term “sponsor” was first introduced into the mainland securities market from Hong Kong. Its function was to provide comprehensive guidance to the issuers, standardize the governance structure and operations of the issuers in a formal and substantive manner in line with the conditions of issue and listing and, after listing To supervise and guide the issuer so that the latter can continue to regulate its operations and avoid short-term behaviors such as sharp fluctuations in performance and capital occupation so as to effectively protect the legitimate rights and interests of small and medium-sized investors. If the sponsor can not be honest and diligent and fulfill their duties, then it is necessary to take joint and several liability for the illegal acts occurred in the operation of listed companies. First, the United States sponsor system At present, Nasdaq’s sponsor system is toward multi-level and diversified development,