Corporation Shareholders To Question The Right To Study

As one of shareholder's viatal rights,the shareholder's inquiry right has a great significance in bridging the gap between the shareholders and the management on gainning the information concering the company ,in improving the shareholders general meeting system, in strengthening the shareholders general meeting's supervision to the managerial level and safeguarding the shareholder's interest .Only a certain clauses of the Company Law of the Peoples' Republic of China have stipulated the shareholder's right to inquiry .However, these stipulations ,which are unduly abstract and not possibly to be operated, make it difficult for the shareholders to realize their inquiry right.These stipulations not only add the difficulty to the shareholders in safeguarding their legitimate interest by exercising their inquiry right,but also form a pretext for the Board of Directors ,who control the company's managerial rights,to stop and exclude the shareholders safeguarding their rights .Consequently, it is necessary to strengthen theoretical research and improve the sharehold's inquiry right system of our country., thus safeguarding the shareholders'interest in an adequate and all-around way.This essay consists of five parts :The first part of this essay mainly states the character and function of the shareholder's inquiry right .The writer of this essay holds that the shareholder's inquiry right, as one of the shareholder's right, posses the character combined with the right of gainning information, the supplementary right ,the intrinsic right,the individual shareholder's right, the public welfare right and the private welfare right. The shareholder's inquiry right plays an important role in safeguarding the shareholder to fully exercise their voting rights and be informed of relevant information.By exercising the inquiry right , the shareholders can give free rein to supervise,thus effectively exercising their private welfare right.The second part of this essay mainly argues on the legal principle of the the shareholder's inquiry rights. This essay holds that the legal principle of the inquiry right is the shareholder's right and the disclosure obligations perfomed by the directors, supervisors and top managers.This legal principle lays the foundation of the legitimacy of the shareholder's inquiry right from both the rights aspect and the obligations aspect.The third part of this essay discusses on the exercise of the shareholder's inquiry right. The subjects of rights of the shareholder's inquiry right are the shareholders of the company or those who can exercise rights instead of the shareholder while the subjects of duty are the directors ,supervisors and top managers.The shareholders can carry out inquiry either in oral or written form as is necessary. In order to raise the effeciency,the shareholders are allowed to carry out inquiry in advance when exercising their rights during the shareholders general meeting.To prevent the shareholders from abusing their power,thus jeopardizing the interest of the company,it is essential to enact laws to regulate and limit the shareholder's inquiry right, to put it concretely, those items going beyond the aim of the shareholders general meeting , items that may jeopardize the common interest of the company and all the shareholders,and items that may make the directors,supervisors and top managers punished by law.The fourth part of the essay argues on the legal remedy system against the infringement of the shareholder's inquiry right.By comparing with and analyzing the legal remedy of the shareholder's inquiry right of Germany and Japan,and combined with relevant legislations of our country,the author holds that there are three ways to carry out legal remedy.(i.e. compulsory consultation lawsuit, damage compensation lawsuit and lawsuit on annulling the flaw decision made by the shareholders general meeting. With the three ways of legal remedy mentioned above, the shareholder can effectively exercise the inquiry right to safeguard their interests.The fifth part of this essay argues on the meaning and system design ing of perfecting the shareholder's inquiry right system of our country. The author holds that it is of practical significance to perfect the shareholder's inquiry right system and propose to definitely stipulate relevent content in the related charpters and sections of the Company Law.