Research On Legal Issues Of Shareholders' Right To Know

Since modern times,with the rapid development of economy,the company's business model has also begun to change.In the past,most shareholders of the company participated in the company's management personally,but because not all shareholders are good at the company's business,the enterprise's business development is often unsatisfactory.Therefore,the company adopted the principle of separation of ownership and management rights,and employed talents with management knowledge.Management company,so that most shareholders no longer directly participate in the operation of the company.In order to protect shareholders' interests from being damaged after they leave the enterprise management,the status of the right to know becomes particularly important,which is the premise of the realization of shareholders' rights.As a basic right,shareholders' right to know has been perfected in developed countries in Europe and the United States.However,due to the late start of market economy in China,the research on relevant systems is still in the stage of exploring and discussing.Even though relevant judicial interpretations have been issued,the protection of shareholders' right to know is still insufficient.Therefore,based on the current provisions of shareholders' right to know,this paper explores the problems that need to be solved in the legislation of the special shareholders' right to know.Referring to the shareholders' right to know system in other countries,it also analyses the shortcomings of the shareholders' right to know system in China and puts forward some suggestions to improve it.The first part is the content of shareholder's right to know system.Firstly,we clarify the meaning of shareholders' right to know,and point out that shareholders' right to know is a set of rights,which can be divided into positive right to know and negative right to know.The positive shareholder's right to know is mainly embodied in the right to consult and inquire,while the negative right to know is embodied in the company's right to know through the production,preservation,publication and disclosure of relevant information to protect the realization of shareholder's right to know.Then,this paper elaborates on the subject qualification of shareholders' right to know,especially those with defective capital contribution,parent-subsidiary shareholders,anonymous shareholders and other special subjects.The second part discusses the legislative progress and shortcomings of shareholders' right to know in China.By elaborating the innovative provisions of Interpretation(4)of Company Law and the provisions of shareholders' right to know in recent laws of China,this paper expounds the legislative progress of shareholders' right to know in the selection of inspectors and determination of unfair purposes.At the same time,it points out the deficiencies of current legislation in China,such as accounting voucher access,inspector system,and the cost of access,etc.are not clearly stipulated.The third part discusses the shareholders' right to know in common law countries and continental law countries,and analyses foreign experience.The shareholders' right to know in Anglo-American law system mainly focuses on the shareholders' right of access,while Germany,the representative of continental law system,has detailed provisions on the shareholders' right of inquiry,which respectively regulates joint-stock companies and limited companies.Japan,as a country of continental law system,perfects its right to know system on the basis of its own national reality,referring to the relevant experience of Anglo-American law system and continental law system.After that,through the advanced system of the right to know in foreign countries,such as the inspector system,this paper elaborates the experience we can learn from the development of the right to know system in China.The fourth part puts forward some suggestions to improve the system of shareholders' right to know.In view of the deficiencies mentioned in the previous part,through the legislative experience of other countries,the author puts forward his own legislative proposals,such as incorporating the original vouchers into the scope of the shareholders' right to know system,and constructing our own system of selecting and appointing inspectors.