The Study On The Passing-through System Of Shareholders’right To Know

As the basic right of shareholders to understand the basic situation of the company and the pre right of shareholders to exercise their voting and litigation rights,the right to know plays an important role in the protection of shareholders’ interests and the efficient governance of the group company.In recent years,the shareholders of the parent company in China began to try to put forward the appeal of exercising the right to know of the subsidiary company in judicial practice;In the practice of financial accounting and internal audit,there are management difficulties in system design,connection,operation and renewal.Therefore,it is urgent to strengthen the control of the head office over the subordinate companies of the group.However,the legal regulation of the right to know in China is limited to the single framework of corporate governance system,and it is difficult to break through the hierarchical structure of group companies.In order to respond to the urgent practical needs,solve practical problems and break through the constraints of the existing system,it is necessary to consolidate the theoretical basis,effectively guide the practice of corporate governance from the perspective of group corporate governance,comprehensively consider the balance of interests of all parties,discuss in combination with China’s national conditions,and put forward a systematic,scientific and effective improvement path.In addition to the introduction,this paper is mainly divided into the following four parts:The first part defines the related concepts of shareholders’ right to know through the system.Clarify that the right to know of shareholders is to protect the interests of shareholders,give shareholders the right to obtain the business operation information of the company and the business behavior information of senior executives such as the board of directors and managers,and limit the research object and scope of this paper.Then the concept of shareholders’ right to know is introduced to define that the shareholders of the parent company break through the legal person independence of the parent company and directly exercise the right to know to the subsidiaries,which is essentially the expansion and extension of shareholders’ right to know.The second part explores the practical dilemma of the system of shareholders’ right to know in China.China’s current legal system has no clear provisions on the right to know through the system,but there is a tendency to exercise shareholders’ rights through the special law;And in judicial practice,there is also a dilemma of demand without system.In finance and accounting,there are some uncoordinated problems between the financial and accounting system and the legal system;There is also the problem that the internal audit function cannot play an effective role caused by information asymmetry within the group.The third part demonstrates the legitimacy of the introduction of shareholders’ right to know through the system.In the group corporate governance system,the hierarchical structure of parent and subsidiary companies will bring natural governance difficulties,which needs to find a way out from the theory and practice of corporate governance.Under the theoretical guidance of the modernization of the national governance system,comparing the two mainstream corporate governance theories,taking the stakeholder interest balance theory as the theoretical analysis tool,it is more in line with the characteristics of the socialist economic system with Chinese characteristics and the legal system,and then analyzes the legitimacy of the creation of the right to know through the legal system under the method of interest measurement.The fourth part puts forward the countermeasures and suggestions of constructing the crossing system of shareholders’ right to know in China.It is suggested to establish the right to know crossing system through the revision of the company law,or try to cross shareholders’ right in judicial practice through the introduction of judicial interpretation and guiding precedents.When establishing the shareholder’s right to know crossing system,we should combine the actual situation of our country,critically draw lessons from the existing legislative practice of some developed countries,and strictly restrict it in five aspects: prerequisite,proper purpose,exercise subject,exercise content and exercise procedure.