Research On The "Legitimate Purpose" Of Shareholders’ Accounting Book Inspection Right

The right of inspection to accounting books is an important way for shareholders to know the company’s operation and development and safeguard their own interests,it is an important part of shareholders’ right to know,plays a fundamental and irreplaceable role,it is an instrumental right.However,the exercise of rights has a boundary,at present,the most common and main restriction in the legislation inside and outside the domain is the restriction on the shareholder’s subjective purpose,which requires the shareholder to exercise the right of inspection to accounting books must with legitimate purpose.The second paragraph of article 33 of the Company Law of China stipulates that shareholders when exercising the right of inspection to accounting books is restricted by subjective purpose,"legitimate purpose" should be regarded as a restriction condition when exercising the right,so as to achieve the purp ose of balancing the rights of shareholders and the interests of the company.However,this article does not provide further and deeper provisions on the concept and connotation of this restrictive element,and there are many ambiguities,which result in the uncertainty and disputes in the application of legislative provisions.For this kind of situation,in 2017 the Interpretation of Company Law（four）listed three specific types of shareholders that can be considered to have "improper purposes",but there are still problems of unreasonable application and poor maneuverability.In judicial practice,when judges hears a case like this,there are many cases of "different judgments in the same case" because of the lack of uniform judgment standard,and because of the neglect of the restrictive elements of "legitimate purpose" in legislation,the connotation of the element is neglected in judicial practice.Therefore,combining with the current legislative and judicial situation in China,this paper intends to conduct a specific analysis of the legitimate purpose’s connotation and the distribution of burden of proof on the premise of exploring the legislative purpose and value of shareholders’ accounting book inspection right,at the same time,combining domestic and foreign legislation and scholars’ viewpoints and putting forward relevant suggestions to play an active role in promoting the theoretical development,legislative regulations and judicial application of this right.The whole thesis is written according to the logic of preface,text and conclusion.In the preface,through the discussion of research background,the significance,current situation,methods and the innovative content of this paper,readers can have a preliminary and general understanding of research issues and research status,and then lead to the content of the main body part.The main body part is the focus,essence and main part of the paper.The conclusion part states and summarizes the conclusions of all key research contents according to the writing order and logic of the paper.The main body of the paper consists of five parts:The first part introduces the relevant basic theories of the right of inspection to accounting books of shareholders.Based on the theory of shareholder ownership and the theory of information asymmetry expounded in economics,this paper draws out the necessity of setting up the shareholders’ right of inspection to accounting books and analyzes the status and important role of this right in the system of shareholders’right to know.Secondly,based on the theory of the nature of rights and the independence of corporate personality,the analysis shows that ’legitimate purpose" is the constituent element of shareholders’ exercise of the right to inspect accounting books.The second part,based on the analysis of the current situation of legislation and judicial practice in China,found that the legislation on the connotation of the"legitimate purpose" is not clear,and a reverse listed terms operability is poor and the problem of irrationality.In judicial practice,the court has different judgments in the same case and neglects the consideration of "legitimate purpose",and the distribution of the burden of proof is unreasonable.These problems stem from the absence of the"legitimate purpose"provision in legislation.In order to solve the problem clearly,the identification of "legitimate purpose" should be the core of the discussion.The third part discusses the identification of "legitimate purpose" in combination with the legislation and scholars’ viewpoints.It is the response to the conclusion of the second part,and serves as the theoretical basis and basis for putting forward the relevant suggestions to improve the content,and has the function of connecting the preceding and the following.Based on the analysis of the "freedom" of rights theory,thinks that the scope of the right restricted by "legitimate purpose" is the scope of the freedom of rights,so that the "legitimate" of the objective in the subjective level should contain both positive and negative aspects accordingly,and analyze the identification elements of the "legitimacy of the positive purpose",and define the judgment criteria and restriction situations of the "legitimacy of the negative purpose".In addition,in view of the existing in the judicial practice of court unreasonable problems of distribution of evidential burden,analysis that shareholders shall bear"positive purpose of legitimacy" of the burden of proof,company shall bear the burden of proof for the "negative purpose of legitimacy",the shareholder’s burden of proof is not a simple "purpose statement",but also contains substantive content judgment,which needs to meet the standard of high probability.The last part is the suggestion on the application of this right in our country especially the application of constitutive element of "legitimate purpose".In combination with the current status of legislation and judicial practice,under the premise of purpose to explore this right’s legislative intention,through in-depth analysis of the connotation and the allocation of burden of proof,combined with judicial practice case comb,after a comprehensive consideration,it puts forward four ways to improve this right,namely,clear connotation,correctly delimit the standard of judicial application,perfect the burden of proof,and introduce the supplementary system,and discusses the specific content of each way in detail.