On The Shareholders’ Right To Know

Upon the company management principle of “the separation of ownership andmanagement rights”, most shareholders do not participate directly in the operation andmanagement of the company. The shareholders, in the terms of information are notcommensurate with the company management layer. So the company management can quiteeasily take advantage of the information superiority to impair the interests of shareholders.Therefore, shareholders pay more and more attention to the basic rights of the shareholders—the right to know. Our new "Company Law, which bases on the old “Company Law”,improves and perfects “the right to know”. But there are still certain inadequacies. Thisdissertation starts from the content of the shareholders’ right to know the content, referring toregulations of other countries’ on the shareholders’ right to know, analyzing weaknesses ofthe right to know of our shareholders. Then on this basis, put forward the suggestions forimprovement.The first part is the basic theoretical analysis of the shareholders’ right to know. First,introduce the concept of the shareholders’ right to know, and point out that the shareholders’right to know is not a collection of individual rights, but a series of rights. The shareholders’rights to know can be divided into the negative ones and active ones. Negative rights to knowmean that the company bears obligation of making and preserving relevant material, and theobligation of preparing, delivering, publishing and discoursing information, in order toguarantee the exercise and achievement of shareholders’ right to know. Positive rights toknow include the right of reference, inquiry and appointment and nomination of scrutator.Secondly, the introduction of the main qualifications shareholders’ right to know, whether theflaws of capital to shareholders, and shareholders of parent and subsidiary companies, andother special entities entitled to do the interpretation of shareholders’ right to know; Third, theshareholders’ right to know to achieve.The second part introduces the shareholders’ right to know in common law and civil lawcountries, common law countries, the shareholders’ right to know mainly for the shareholders’right of access to company production and preservation of company financial records, to beserved to the shareholders’ meeting the right of the report and so on. While civil law, the provisions of the German Companies Act on the rights of shareholders question more detailed,which shares the company’s shareholders entitled to question the right of the shareholders’meeting, Co., Ltd. shareholders enjoy the daily question; Japan inclusive, while absorbing theactual basis in connection with national common law and the shareholders’ right toinformation in German company law system.The third part introduces the present situation of our country’s shareholders’ right toknow and make some legislative proposals. China’s new "company law" basing on the old"company law" make the further improvement of the shareholder’s right to know, but they arestill not mature. According to the experience of legislation of two legal, legislative proposalsare put forward: to expand the scope of the shareholder’s right hand, the original documentsinto it; a building selection system conforms to our country national condition inspection.