A Research On The Shareholders' Inquire Right In Joint Stock Limited Company

In modern company, there exists the separation of three powers including ownership, managerial power and supervisory power which are also restricted by each other. The shareholders are not involved into daily operations as the managerial power is transferred to the board members. As a result, there generated a serious information asymmetry between the shareholders and the board members. Shareholder's inquiry right is born to resolve the problem of the information asymmetry.This paper is divided into four parts to discuss the shareholder's inquiry right in Holdings Company.The first part is the overview of the shareholder's inquiry right and the analysis of the essence of the shareholder's inquiry right. It is shown that the shareholder's inquiry right is consisted of shareholder's inherent right, common profit right and independent stock right. By analyzing the theories from different national scholars who are sophisticated at the legal basis of the shareholder's inquiry right, it is considered that the legal basis of the shareholder's inquiry right is the qualifications of shareholders, in other words, identity of the shareholders.The second part discusses the subjects of the right and the obligations under the shareholder's inquiry right. On the side of the subject of the right, the paper talks about how to apply the inquiry right among a single shareholder, non-voting shareholders, stock collateral shareholders and nominee shareholders. On the side of the subject of the obligation, this paper analyzes the situation of the subject amongst the board, the supervisory board, and the board members or the supervisors. This article considers that the board should be the subject of the obligations under the shareholder's inquiry right.The third part talks about the exercise of the inquiry right. It mainly discusses about how to apply the inquiry right at the right place, at the right time, within the reasonable scope. This paper reports that the inquiry right should be exercised at the shareholders meeting, simultaneously, the written inquiry system should be introduced before the meeting. In addition, the scope of the inquiry right should not be restricted to the issues of the shareholder's meeting. Regards to the restrictions of the inquiry right, the paper mainly analyzes the foreign legislation on questioning the qualification of the shareholders who have the inquiry right and content of the inquiry right, so as to provide some useful information to China's future legislation.The final part is the legal remedies of shareholder's inquiry right. It mainly analyzes the mandatory answer lawsuit, the flaws of removing general meeting of the shareholders and compensation for damage and the defendant and the plaintiff's cause of action, jurisdiction, timeliness and other issues.Chinese "Company Law" provides for a shareholder's inquiry right, but the principle is too abstract and in the exercise of the rights and the rights of relief are in short supply operability, making it very difficult to achieve shareholder's inquiry right. So in practice, due to the ignorance of the company's relevant information, the interests they owned are sacrificed. This paper will focus on the analysis of Germany, Japan, France and other countries' company legislation relating to the content of shareholder's inquiry right, especially in the exercise of the rights and legal relief requirements. Also the advantages and disadvantages of shareholder's inquiry right will be assessed. According to the specific situation of our country, the paper tries to provide some proper suggestions for our justice.