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美国消费者集体诉讼 – 中国企业需要知道的那些事儿

May 2018

by Catherine X. Pan-Giordano and Kent J. Schmidt

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潘惜唇;Kent Schmidt; 包喜

中国企业对美国的证券集体诉讼并不陌生。新东方和阿里巴巴等众多知名中国企业在纽交所或纳斯达克上市后,纷纷遭遇美国原告律师推动的证券集体诉讼,理由是其涉嫌违反美国证券法。相较之下,很多在美国销售产品或服务的中国企业可能还没有意识到,它们也面临美国消费者集体诉讼的重大法律风险。通过将消费者就特定产品或服务提起的单个诉讼集合到一起,消费者集体诉讼经常会以高达数百万美元的判决或和解告终。这方面突出的一个案例是美国几万名消费者于2009年前后针对若干中国石膏板生产商提起的多起集体诉讼,理由是其出口到美国的石膏板产品存在质量缺陷,造成房屋财产损失和人身健康损害。这场集体诉讼旷日持久,至今尚未完结。其中一家被诉的中国企业几年前已经与原告达成和解协议,同意支付10亿多美元的维修成本和损害赔偿,并承担近2亿美元的原告律师费。鉴于上述风险,在美销售产品和服务的中国企业确有必要了解美国消费者集体诉讼的发起及和解机制,并进而未雨绸缪,主动采取适当的防范措施。

问题一:什么是消费者集体诉讼?
集体诉讼指的是数百名或数千名消费者的诉讼请求被集合到一个诉讼当中,由其中一名消费者担任所有不参与诉讼的其他消费者的原告代表。提起消费者集体诉讼的经常是一个单独的消费者,其主张的损害赔偿金额很小—可能只有区区几美元,但是其起诉书会诉称,数千名与其境遇相似的消费者由于同样的企业行为遭受了损害。例如,在一起起诉企业实际产品与其广告宣传不符的虚假广告诉讼中,集体诉讼的原告(即诉讼集体的代表)可能诉称,由于该产品与广告宣传或产品规格不一致,导致原告为该产品支付了超过实际价值的价格。假设广告所宣传的产品价值和产品实际价值之间的差额为30美元,那么这一差额就是该消费者的损失金额。我们再假设该产品已经销售给50万名消费者。那么,原告就会诉称该诉讼集体遭受的损失总额为1500万美元,即诉讼集体中的每名成员均应获得30美元赔偿。集体诉讼背后的法律原则是,单个原告可能因为自己的损失金额很小而认为不值得为此打官司,但是既然企业的过错导致大量消费者遭受同样的损害,则为公平起见,法律不应让该企业把这1500万美元作为利润纳入囊中。每名消费者都应有权通过集体诉讼获得赔偿。

 
问题二:消费者集体诉讼背后的推手是谁?
多数诉讼案件中是由原告发起的,且律师是原告找来的。但在集体诉讼中,发起人则大多是专门以此谋生的原告律师,律师再招揽消费者来做原告代表。集体诉讼的原告一般很少参与案件,仅需要在庭审前提供证词,以及有限地参与和解谈判程序。担任原告代表的消费者为此拿到的报酬很少,而代理律师则可能通过判决或和解赚到被告支付的数百万美元的律师费。虽然法院对于胜诉的集体诉讼原告可获得的赔偿金额有所限制,但是很多法官认为,让胜诉的消费者拿到意外之财确有必要,因为这会激励消费者提起类似的诉讼,抑制和惩罚不诚实的企业行为,从而最终维护消费者的利益。

问题三:常见的消费者诉讼有哪些类型?
消费者产品诉讼案件的诉由通常是,消费者认为产品的某个方面与广告或标签内容不符,或者该产品在其他方面没有达到消费者的合理预期。索赔的理由从笔记本电脑的电池寿命与广告承诺的不一致,到食品中含有某种未披露或有害的成分或化学品,可谓层出不穷。很多针对食品和饮料厂商提起的诉讼与产品的营养成分信息或者作为有机产品的广告宣传有关。化妆品公司和科技公司也经常成为诉讼目标。还有一些案件聚焦于销售过程的某一方面,无论与产品还是服务相关。这些案件的诉由往往与某种涉嫌有失公平的商业做法有关,例如未明示的收费项目、无法兑现的退款承诺,以及其他激进的商业手段。最新一波的消费者集体诉讼则与信息安全、客户身份信息使用和处理,以及黑客窃取客户数据有关。 

问题四:集体诉讼提起后会发生什么?
原告提起集体诉讼请求后,各方通常会就该权利主张是否正当,及其是否可以作为集体诉讼进行审理而展开诉讼。一项诉讼请求只有在满足某些特定要求后才能作为集体诉讼审理。总体而言,集体诉讼要求有足够数量的原告,而且这些原告的案情基本相似,因而他们的诉讼请求可以合并审理,法官不必考虑每名原告个人独特的情况。在案件进行过程中,各方一般都会讨论和解的各种选项,以期不经过庭审即达成和解协议。

问题五:集体诉讼如何达成和解?
集体诉讼的和解协议通常需要法庭批准。法院知道集体诉讼的程序可能会被滥用,因此对和解条款的审查日趋严格,以确保原告集体的利益能获得真正的保障。和解协议通常都涉及向集体诉讼中的所有原告成员发出通知,允许他们选择参加和解,或保留个人继续诉讼的权利。

问题六:如何避免陷入潜在的集体诉讼,或者尽量减少遭遇集体诉讼后可能产生的损失?
我们建议,在美国销售产品或提供服务的中国企业考虑开展有关消费者集体诉讼的专项风险评估,以了解企业可能成为消费者集体诉讼被告的潜在风险点。这需要对有关产品或服务的各个方面进行评估。另外,企业需要分析其提供给消费者的各种类型的关于其产品和服务的信息(如广告、产品标签等),并根据最新的消费者集体诉讼趋势审视企业的市场和销售行为。在评估过程中,建议企业向熟悉美国消费者集体诉讼最新动态的法律顾问进行咨询,以便基于风险评估的结果,制定有助于降低其集体诉讼风险的防范措施。中国企业可以考虑采取的一些风险防范措施如下:

  • 要求上游供应商在合同中就因其过错导致的诉讼损失做出赔偿承诺,特别是那些可能造成环境污染诉讼风险的原材料供应商;
  • 要求代工厂商就因其过错导致的诉讼损失做出赔偿承诺;
  • 要求可能没有赔偿能力的供货商和代工厂提供其已经购买保险的证明,并要求成为该等保险项下的共同被保险人;
  • 购买充分的产品责任保险,并审慎谈判保险合同中的除外条款,尽量缩小不予保险的范围;
  • 密切跟踪客户投诉情况以尽早发现潜在诉讼风险,迅速处理客户投诉以避免陷入诉讼;以及 
  • 一旦被诉,一定要积极出庭应诉和尽早寻求和解,避免因未能出庭而遭遇缺席判决。

本文作者

Pan-Giordano, Catherine

潘惜唇 (Catherine X. Pan-Giordano)
合伙人
全美及中国联合业务部
联席主席

潘惜唇律师是德汇全美及中国联合业务部的联席主席,在处理在美国经营的中国企业所面临的法律问题方面具备丰富的经验。潘律师毕业于哈佛大学法学院,2013年至2015年连续被评选为纽约地区“超级律师之星”,并在2014年和2015年连续被《纽约时报》评选为纽约市“最佳女律师”。

Kent Schmidt

Kent J. Schmidt
合伙人
作为南加州分所的合伙人,Kent的业务范围包括几乎所有类型的一般商业诉讼,尤其侧重在不公平的商业行为、商业秘密诉讼、消费者集体诉讼、产品责任、证券诉讼和执行、商业纠纷以及第65号提案(环境)索赔。不论代表原告还是被告,他都是一位热心且富有创造力的出庭律师。除了他的一般商业诉讼业务之外,Kent律师还是一名经验丰富的第一修正案律师,他代理诽谤案件双方和涉及言论自由的其他事务,其中包括加利福尼亚独特的反SLAPP法令。在德汇度过了他的整个法律职业生涯后,Kent擅长找到合适的律师与他合作,以便为他的客户提供最佳代理和业务价值。

包喜 (Wallace Bao)
律师
包喜律师是德汇纽约分所公司业务团队的律师,主要专注于跨境并购、股权投资和其他商业交易。他致力于将法律技能和管理经验相结合,帮助客户实现业务目标。在开始律师职业生涯之前,包律师曾先后在两家跨国公司从事中国区和亚太地区的战略并购及合作项目的管理工作。包律师拥有美国纽约州律师执照和中国法律职业资格,并以优异成绩毕业于长江商学院金融MBA项目。

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Accordingly, FERC was unwilling to allow cost recovery from CAISO and SPP when the order that precipitated the additional costs only related to the Northwest assessment area. FERC informed TransAlta that it would only approve cost recovery from load-serving entities in the Northwest assessment area. FERC’s decision comes amid a rush of DOE emergency orders requiring the continued operation of coal-fired generating units. Litigation Appeals Court Upholds Washington Hydropower Plant With Caveats In a September 21, 2026, opinion, the Washington Court of Appeals largely upheld a Clean Water Act water quality certification by the Washington Department of Ecology for the Goldendale Energy Storage Project, a proposed pumped-water storage hydropower system adjacent to, but off-stream from, the Columbia River. A nonprofit (Columbia Riverkeeper) and the Confederated Tribes and Bands of the Yakama Nation appealed the certification, contending that it failed to impose necessary conditions and monitoring requirements to protect the water quality of the Columbia River. Most saliently, the plaintiffs argued that the project had the potential to leak 100 acre-feet of water per year into tributaries of the Columbia River. The Court of Appeals broadly rejected plaintiffs’ challenge to the state’s conclusion that “the project was designed not to leak.” That said, the Court of Appeals did reverse on one narrow issue. Specifically, the court determined that the state’s conclusion that “leakage from the project’s tunnels would be monitored and reported” was not supported by the evidence because the certification “does not explicitly require monitoring and reporting to determine whether there is any leakage.” Accordingly, the court remanded the matter to the state to impose monitoring and reporting requirements but otherwise affirmed the certification. Legislative Developments California Legislates Restrictions on Data Center Energy Use and Grid Costs On September 21, 2026, California Governor Gavin Newsom signed seven bills broadly regulating data centers in the state. SB 1168 directed the California Public Utilities Commission to assess the energy used by data centers. It also requires the PUC to pass costs of transmission and distribution upgrades and load increases on to data centers, rather than customers. SB 886 and SB 887 compel data centers to pay for infrastructure upgrade and generation costs, and wildfire mitigation costs, in addition to imposing environmental review. The statutes additionally increase local oversight of data centers. AB 1577 imposes a monthly reporting requirement that requires data centers to supply energy consumption and efficiency data to the California Energy Commission. AB 2383 contains incentives for data centers to use onsite clean energy generation. Finally, AB 2469 and AB 2619 require data center developments to assess water supply and develop a water scarcity plan. The statutes also mandate statewide water reporting as a precondition to obtaining and renewing business licenses.

Insights

SEC Proposes Expansion of Investment Adviser Performance-Based Compensation Rule

On September 30, 2026, the Securities and Exchange Commission (the “SEC”) proposed amendments to Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), which provides an exemption from the general prohibition under Section 205(a)(1) of the Advisers Act on registered investment advisers receiving performance-based compensation (the “Proposal”) so long as performance-based compensation is limited to “qualified clients”.1 Most notably for private fund sponsors, the Proposal would expand the definition of “qualified client” to include any investors that satisfy the “accredited investor” definition under Regulation D. The Proposal may also have implications for private fund managers that rely on exemptions from investment adviser registration under state law because certain state-level investment adviser registration exemptions incorporate or otherwise reference the federal qualified client definition. Expansion of the Qualified Client Definition Under the current Rule 205-3, an investor generally may qualify as a qualified client if, among other alternatives, the investor has at least $1.4 million under management with the adviser or has a net worth exceeding $2.7 million. These thresholds are higher than the financial thresholds applicable to many accredited investors under Regulation D. As a result, an investor may currently qualify as an accredited investor for purposes of investing in a private offering without qualifying as a qualified client for purposes of paying performance-based compensation. The Proposal would expand the qualified client definition to include any natural person or legal entity investor that satisfies the accredited investor definition under Regulation D. The Proposal would also remove the assets under management and net worth thresholds under the current Rule 205-3 qualified client test. For private funds relying on Section 3(c)(1) of the Investment Company Act of 1940, this change could reduce the need to apply a separate qualified client standard to investors that already qualify as accredited investors. Dorsey Observations and Next Steps If adopted as proposed, the expanded qualified client definition could be particularly significant for private fund managers. Most private fund offerings are already limited to accredited investors under Regulation D. However, the Proposal could expand the pool of prospective investors available to emerging private fund managers while reducing the regulatory burden associated with complying with Rule 205-3. The Proposal could also benefit advisers operating below the SEC registration threshold that rely on a state private fund adviser exemption. A number of states have adopted exemptions modeled on the North American Securities Administrators Association (“NASAA”) private fund adviser exemption, which may condition relief for advisers to certain funds relying on Section 3(c)(1) on each beneficial owner satisfying the federal qualified client definition. However, state requirements vary, and any effect of the Proposal would depend on the text of the applicable state exemption and how it incorporates Rule 205-3. Many emerging private fund managers may have a larger network of accredited investor relationships than qualified client relationships during the early stages of their investment advisory business. Currently, under Rule 205-3, private fund managers may receive performance-based compensation from investors who do not satisfy the qualified client definition if those investors were admitted to their private funds prior to registration with the SEC. Following registration with the SEC, however, managers may continue to permit investors that are not qualified clients to invest in future private funds but may not receive performance-based compensation from those investors with respect to such investments. In addition, because the net worth and assets under management thresholds for qualified client status are adjusted for inflation every five years, the pool of qualified client investors may diminish over time as previously eligible investors no longer satisfy the applicable thresholds. The Proposal could provide the dual benefit of greater flexibility for private fund managers to establish and maintain relationships with accredited investors as their businesses scale and they become registered with the SEC, and greater flexibility for certain accredited investors to participate in investment strategies that historically have been restricted to much larger institutional investors. Unless and until the Proposal is adopted, investment advisers should continue to comply with the existing qualified client requirements. If the Proposal is adopted, private fund sponsors should consider whether corresponding changes are appropriate for their subscription documents, investor questionnaires, and other offering materials. Advisers that are state-registered or rely on a state-level exemption should also consult the laws and regulations of each relevant jurisdiction before changing investor eligibility standards or performance-based compensation practices, because adoption of the federal amendments may not automatically modify state requirements. Comments on the Proposal will be due 60 days after publication in the Federal Register. 1 Investment Adviser Performance-Based Compensation Modernization, Investment Advisers Act Release No. IA-7022 (Sept. 30, 2026), available at https://www.sec.gov/rules-regulations/2026/09/s7-2026-28#33-11443proposed.