Research On The Identification Of Improper Purpose In The Shareholders’ Inspection Right

In order to achieve a balance of interests between shareholders’ access to accounting books and the protection of company trade secrets,the Company Law stipulates that a company may refuse a shareholder’s request to access accounting books on the grounds that shareholder has an improper purposes.However,the provisions on the determination of improper purposes are abstract and principled,and face many problems in the application process.Therefore,it is urgent and practical to study the difficulties in the application of improper purpose determination and provide corresponding countermeasures.This article first introduces the theoretical basis of shareholder access rights and improper purposes,and then uses empirical research methods to summarize and organize relevant cases in judicial practice between 2020 and 2022.Focus on studying the specific situations of identifying four types of improper purposes:There is competition between shareholders and company;Shareholders consult in order to inform others;Shareholders have reported information to others within three years;Other improper purposes.And summarize the key points of the court’s judgment.It is found that the reasons for the different judgments of the courts lie in the following: the provisions on the identification of improper purposes in Interpretation 4 of the Company Law are not clear enough;The front-end program is mere formality and does not impose strict requirements on the shareholders’ inquiry purposes;Lack of dual purpose recognition,etc.Regarding the standardization and improvement of improper purposes,it is first necessary to balance the relationship between the interests of shareholders’ access rights and the protection of company operating information throughout the entire process of identifying improper purposes.Secondly,there are three aspects that need to be addressed: improving the specific rules for determining improper purposes;Strengthen the obligation of shareholders to explain and specify the purpose of the review.At present,the scope of shareholders’ exercise of access rights is expanding.If shareholders request access to the company’s accounting documents,they need to explain the necessity;Introducing the extraterritorial inspector system at the technical level to solve the problem of dual purpose identification,in order to maximize the benefits between protecting the interests of shareholders’ right and the enterprise’s business information.