Study On The Exercise Of Shareholders’ Inspection Right

Shareholder’s inspection right as the most frequently exercised specific right toknow in practice stands a foundational position in the shareholder rights system. Theeffective exercise of shareholder’s inspection right is the basis and premise of otherrights of shareholders. China’s "Company Law "makes the provisions onshareholder’s inspection right, but legislation is not perfect and too principle andsimple when we face the judicial reality, so it leads to many disputes in the practicalexercise of the shareholder’s inspection right. This paper combines the case whichregards the related disputes between Lotus Hill of Fanyu Paper Ltd of Guangzhou andYongye Property Management Ltd of Guangzhou in the appeal as the research objectwith the relevant theoretical knowledge to analyze. Based on the urgent demand inreality and the shortage of current law, this paper tries to analyze the disputes in theexercise of shareholder’s inspection right and provides useful suggestions for ourcurrent and future construction of shareholders’ inquiry rights system.In addition to the introduction and conclusion, the paper consists of five parts:The first part introduces the appeal case, the disputes of the shareholders’ right toinquire between Guangzhou Fanyu Lotus Hill Paper Ltd. and Guangzhou YongyeProperty Management Ltd, and the dispute focuses are summed up.The second part gives the analysis of the qualification of the case’s newshareholders’ right to inspect. Firstly, it introduces the qualification of shareholders’right to inquire from the provisions of different countries. Moreover, the newshareholder in the case is identified to have the right of inspecting the company’s databefore he becomes the company’s shareholder.The third part analyzes the controversy in the scope of the object of theexercise of shareholders’ inspection right.It mainly manifests as the dispute of therights of company’s shareholders to inspect the company accounting vouchers and therights of shareholders of parent company to inspect the subsidiary material. Regardingthe dispute of shareholders’ rights to inspect the company accounting vouchers, the paper analyses the judgment of the improper shareholders’ inquiry of the accountingvoucher on the basis of the article thirty-fourth from" Company Law “, but given toinquiring the accounting voucher is necessary for the realization of the rights ofshareholders, the author puts forward his own proposals to solve this problem. Theauthor regards shareholders of the parent company do not have the right to inquire theinformation of the subsidiary company starting from the view of the independent legalstatus of subsidiary company.The fourth part gives the analysis of the legitimate purpose of the inspectionright of shareholder.“Legitimate purpose” as the restrictive condition of inspectionright of shareholders, is the legislative provision undertaken by the legislator tobalance the interests of shareholders and the company, this part mainly analyzes thejudgment standard of the legitimate purpose and burden of proof.The fifth part refers to the disputes of the right of shareholders to replicate theaccounting books of the company. The part firstly analyses that shareholders shouldnot copy the accounting books of the company for the interests of the protection ofbusiness secret. Then the article gives the advice about how to better achieve theshareholders’ inspection purpose in the case that we shouldn’t replicate accountingbooks, and regards that shareholders should be entitled to entrust professional agent toexercise their inspection rights.