The Identification Standard Of "Just Purpose" In Shareholders’ Right To Inspect Accounting Books

As a basic right of shareholders,the right to know should be emphasized and protected.At present,the current Company Law stipulates that shareholders can consult the accounting books and other information of the company,so as to enable them to have a comprehensive understanding of the operation of the company,so as to protect their legitimate rights and interests.However,when the shareholders exercise the right,there may be some circumstances that damage the interests of the company,so the right of the shareholders should be appropriately restricted.In accordance with the legislative purpose of the "Company Law",the interests of both shareholders and the company should be protected,for this reason,"Company Law" article 33 paragraph 2 stipulates the subjective intention of shareholders to consult the accounting books,that is,shareholders should explain their purpose of consulting,to restrict the exercise of their rights,and this purpose,should be the "legitimate purpose" of shareholders to consult the accounting books.In order to better balance the interests of shareholders and the company,the Interpretation of Company Law(IV)was issued in 2017,detailing four specific situations of "improper purpose" by enumerating.However,in judicial practice,the defects in Article 8 have gradually emerged,resulting in the lack of a clear judgment criterion when the court deals with such cases.There are cases where the interests of shareholders are too protected,and there are many cases where the same case is judged differently.At present,our law does not have a clear provision on "proper purpose",and because it is too abstract,it is not fully used in judicial practice,and "proper purpose" as the restriction of shareholder inspection right gradually becomes a formality.Therefore,it is necessary to introduce the "legitimate purpose" for shareholders to consult accounting books,so as to solve the existing problems in judicial practice.In view of this,this paper intends to combine the current legislative and judicial status quo in China,start from the clear legislative purpose and value of shareholders’ account book access right,specifically analyze and define the connotation of "legitimate purpose" and the distribution of burden of proof,and combine with the views of foreign legislation and scholars,put forward corresponding suggestions to improve the current relevant provisions in China.This paper is divided into four parts.In the first part,relevant cases are retrieved and analyzed to find the problems existing in judicial practice under the current legal provisions.The legislation stipulates four specific situations of shareholders’ "improper purpose",whether the judge determines the standard uniformly in the judgment of specific cases,and whether the interest consideration of shareholders and the company and the distribution of burden of proof are balanced.The second part summarizes the current legislative status and scholar theory of shareholders’ book access right,analyzes the legislative purpose of the provision,as well as whether the current regulation of shareholders’ "improper purpose" law is reasonable,and what problems are caused by the absence of the "legitimate purpose" rule.At the same time,it further explores the legal basis that shareholders should have "legitimate purpose".The third part draws on foreign legislative experience,and the American law adopts the generalized legislation of "just purpose" to clarify the connotation and judgment criteria of "just purpose".On the basis of summarizing American legislation and combining with relevant cases,this paper discusses the enlightenment of this system to China’s civil procedure system.The fourth part puts forward some suggestions on perfecting the "legitimate purpose" of shareholder review.In the perspective of interest balance,the definition of the concept of "legitimate purpose",constituent elements,and at the same time combined with the current legislation and judicial practice,reclassification of the burden of proof and proof standards,in order to better balance the interests of both shareholders and the company,improve the relevant provisions of shareholders’ accounting book access rights.