This research is by using document analysis, case method and comparative method to approach the relevant issues of Prospectus, Fiduciary Duties, information disclosure, corporate governance and securities fraud. Speaking of the structure of this study, Chapter 2 and Chapter 3 are the general remarks from the investors’ protection and information disclosure prospect, discussing the purpose and importance of the Prospectus, the certain responsibilities and obligation of the security issuers to the shareholders and the Competent Authority. Chapter 4 and Chapter 7 are part discussions by orders of the false modules of the Prospectus, the securities issuers violating the fiduciary duties and their relevant criminal responsibilities, analyzing and studying the real cases and court practices. Besides, referring to foreign law regulation, such as US, European Union and Germany, this research also proceed the full-dimension study of the criminal behaviors and responsibilities for violating the Prospectus fiduciary duties. The following is the finding: the essence of financial crime of the stock exchange is uncoordinated information. Therefore, to ensure the best interests of the public investors, the information disclosed by Prospectus should expand to the holding status of corporate shareholders. And in accordance to the tendency of global enterprise and multi-task administration business, the related information of corporate enterprises should also include into the Prospectus. In addition, to enforce the transparence of business management of individual company, the Competent Authority should re-examine the procedure of effective registration and inappropriate deteriorating the supervisory system. Furthermore, the criminal responsibility of violating the Prospectus fiduciary duties should return to criminal judicature practice and eliminate the deviation of internal false.