The Basis Of The Legitimacy And Institutional Structure Of The Exercise Of Shareholders’ Right Of Access

As the basic right of shareholders,the right of access is an important means for shareholders to grasp investment strategies and monitor corporate risks.However,in the context of enterprise grouping,the company presents a multi-level structure development trend,and the parent company uses equity as a link to form a control relationship over its subsidiaries.If the parent company uses the control relationship between the parent and subsidiary to transfer assets,conduct improper transactions,etc.,it will be difficult for the shareholders of the parent company in a weak position of information to understand the real situation,and it will be difficult for the evidence obtained through the exercise of the right of general access to meet the needs of protecting their rights and interests.Whether the shareholders of the parent company can cross the legal person barrier between the parent and subsidiary to exercise the right of access to the relevant information of the subsidiary has been a controversial issue in theoretical circles and judicial judgments in recent years.By analyzing the actual needs and institutional difficulties faced by shareholders in the exercise of their right to know,this paper systematically demonstrates the basis for the legitimacy of the exercise of shareholders’ right of access on the basis of evaluating relevant theoretical views,and then makes targeted suggestions on the substantive conditions and procedural rules for the exercise of shareholders’ right of access.Under the structure of parent-subsidiary complexes,the shareholders of the parent company lack a legal basis for exercising the right of access to the subsidiary,and there is no clear exercise requirements and procedural regulations.In the face of the barrier of independent legal person status of subsidiaries,the crossing theory and the theory of denial of legal personality can provide theoretical support in specific situations,while the dominant control theory,as the development of the theory of denial of legal personality,is more operable in practice,and the stakeholder theory can be used as the theoretical basis for the legitimacy of shareholders’ exercise of access rights.In addition,in the context of enterprise grouping,the information disclosure system is not perfect,and it is necessary to exercise the right of shareholders’ access to the protection of shareholders’ rights and interests.It is feasible to construct a system for the exercise of shareholders’ right of access in China,and the theory of crossing has been reflected in the legal provisions in the field of voting rights in China,just when the Company Law is revised,on the basis of detailing the legal provisions on shareholders’ right to know,the right of shareholders to exercise the right of access is granted in the form of legislation,which can effectively deal with the situation that judicial judgments are inconsistent due to the lack of relevant legal provisions.The balance of interests should also be considered when granting rights,and the existence of the controlling relationship between the parent and subsidiary and the circumstances involving major changes in the subsidiary should be taken as the premise of the structure of the system structure of the shareholders’ right of access,and the shareholders of the parent company who exercise the right of access should be distinguished from a limited liability company and a joint stock limited company,and the shareholders should have a legitimate purpose when exercising the right of access,and the shareholders only need to explain the reasons for their exercise to presume the legitimacy of their subjective purpose;The scope of information available to shareholders shall be limited to the scope accessible to shareholders of subsidiaries.By filing an application for access to the parent company to initiate the exercise of the shareholders’ right of access,after the parent company refuses,it can file a right to know lawsuit through the intervention of the court to protect its legitimate rights and interests.Based on the particularity of the exercise of the right of access,the system of auxiliary persons for the right of access and the system for selecting and appointing inspectors may be considered as supporting measures.