Research On The Legal Protection Of Shareholders' Right To Know In Non-listed Joint-stock Companie

In the course of the company’s operation,the company’s decision-making level needs to make decisions and perform duties on the company’s business direction based on business information and financial data.As a shareholder of an investor,the exercise of its main rights is also based on knowing the aforementioned information of the company,however,since in practice the majority of shareholders cannot really participate in the company’s operations,the exercise of shareholders’ right to know is particularly important for the realization of shareholders’ interests.Although the2021 Company Law(Revised Draft)and the Company Law(Second Deliberation Draft of the Revised Draft)promulgated at the end of 2022 have improved the protection of shareholders’ right to know of different types of companies to a certain extent,they have not completely solved all the problems arising in judicial practice in the right of shareholders of unlisted joint-stock companies to know.In view of this,based on the research on the disputes over shareholders’ right to know of unlisted joint-stock companies in China,this paper intends to analyze the current legislation,judicial interpretations,revised drafts and judicial practices,and explore the feasible countermeasures that can improve the legal protection of shareholders’ right to know in non-listed joint-stock companies in China.This article is divided into three parts.The first part introduces the judicial status of the legal protection of shareholders’ right to know in China’s unlisted joint-stock companies.Through the search of "China Judgment Documents Network",the author obtained a total of 360 civil cases involving shareholders’ right to know of unlisted joint-stock companies from 2012 to 2022,as the object of research and analysis,through quantitative statistical analysis of the adjudication of relevant cases,starting from the types of shareholders,shareholder qualifications,the reasons for the shareholders’ lawsuits,the defense reasons of the accused shareholders and the implementation of the judgment in favor,summarize and discuss the judicial practice of shareholders’ right to know in unlisted joint-stock companies.It has been concluded that judicial practice has not provided specific and detailed adjudication guidance on protecting the shareholders’ right to know of unlisted joint-stock companies.Through the statistical analysis of the first part of the cases related to the shareholders’ right to know of unlisted joint-stock companies,the second part summarizes the problems existing in the legal protection of shareholders’ right to know of unlisted joint-stock companies,mainly including the following aspects:incomplete information disclosure system,incomplete rules on the restriction of shareholders’ right of access,difficulty in implementing civil damage liability,and poor enforcement effect of shareholders’ judgments in favor of litigation.The third part proposes countermeasures to solve the above-mentioned legal protection of shareholders’ right to know of unlisted joint-stock companies.In this regard,this article suggests: First,the mandatory provisions on information disclosure should be strictly implemented,and the supervision and reward and punishment of information disclosure should be strengthened,so as to strengthen the company’s information disclosure mechanism.Second,the rules for restricting the right of access should be improved,starting from three aspects: clarifying the common benefit nature of the right of access,improving post-event regulatory measures,and upholding a prudent attitude of judicial review.Third,in the implementation of civil damage liability,the burden of proof should be reasonably distributed,and the scope and limit of liability should be clarified.Finally,in order to ensure that the judgment in favor of shareholders’ right to know cases of unlisted joint-stock companies can be effectively enforced,it is recommended to make good use of the enforcement methods of shareholders’ right to know disputes and apply enforcement measures according to law.