Legal Issues On Shareholder's Right To Information

As the economic cell, the enterprise is the most important market subject. And the company as the most basic, flexible and effective form of business organization has played a tremendous role in promoting the social and economic development. So the steady development of the company is the material base of a prosperous and strong country, which is also the fundamental of people's high salary job, science and technology progress and the harmony of the society. With the appearance of company the group of shareholders is produced. Shareholder is the one who obtain the company shares at the cost of contributing to company. Without the capital contributions of the shareholders, the company can't exist, not to mention its further development. The company and shareholder are strongly connected. With the tide of global commodity economy, the shareholder group attracts all people's great attention as the capital surfer in world market. The essential and typical characteristic of shareholder groups is pursuing their own benefit maximization. With the continuing economic system reform and economic globalization, the degree of our country's mercerization is higher. The goals of the market economy are to realize wealth growth but it depends on the investment of capital and appreciation. In order to promote economic growth and improving people's living standard we should face the provider of capital and satisfy their right demand.If the Constitution provides us the general policy of the country's political life as the basic law, the Company Law is the basic law in economic life. It has been proved that by the practice the perfect Company Law is the necessary conditions of enhancing national economic competitiveness. The Company Law is the touchstone in measuring modern capital market of a country or region, which is also an important legal basis of constructing a harmonious society. All of the market economic countries have a pride company law and a large number of professional scholars, lawyers and judges. Although our company explicitly affirms the shareholder's rights and interests, such as article 1 indicates that this law is with the purpose of protecting the company, and the lawful rights and interests of the shareholders and creditors. And then there are some same provisions stipulated by the shareholders enjoying the rights. But because of later practice and less theory research, our company legal system exists many problems. Although the Company Law in 1993 has 230 provisions but its "state-owned, light weight control, private, light of the legislation idea autonomy" make the whole law principle and poor maneuverability. So the Company Law has been revised respectively in 1999 and 2004. Especially the Company Law revised in 2004 not only has great breakthrough in theory and also has great innovation in the system, such as transplant the disregard of corporate personality and shareholders representing litigation system. Even so the revised law is also just to individual provision of local correction and unable to overcome the system and structural defects which lies in 1993 Company Law. The amendment of company law can never stop. In order to encourage more investment, strengthen our company's international competitiveness in the globalization and properly handle the conflicts between shareholders and management, between the controlling shareholders in medium and small shareholders and creditors, comprehensive correction is imperative.Modern company pursues the principle of the separation of ownership and management. Most of the shareholders do not directly involve in the management of the company. The daily management of the company has been obtained by the managers, which make most of the shareholders in the information asymmetry vulnerable position. The result is that the protection of shareholders' rights cannot be fully implemented. In order to prevent the investment interests of shareholders to be infringed, the company establishes the legal system of company shareholder rights of intervention. For example shareholders can exercise their voting rights at the shareholders' vote participating in business administration. And the exercise of these rights is the precondition for full access to information. And for the listed company the value of the company information makes shareholder's rights to information separate from other rights and gradually has the independent role. But the current provisions of the company law do not provide adequate measures for the shareholders' right to information. Based on the above analysis my article selects shareholders' right to information which is the most fundamental and important problems to do a complete research.The first chapter is the theoretical basis of shareholders' right to information. This chapter introduces three theories, the theory of shareholders' rights, the theory of information rights and the information asymmetry theory. From the logic system this chapter is the foundation of following paragraphs. Firstly the shareholders' right to information is one of the shareholder's rights. Therefore we must know some basic problems of shareholders' rights which include the definition and nature of shareholders' rights, how the shareholders' rights is produced and the content of the shareholders' rights etc. Because the shareholders' right to information is also one kind of rights to information, it is necessary to analyze the problems related to the right. Our theory circle mostly concerns right to information in public law, the research in the field of private law is relatively weak. So my paper introduces the nature of this right, the necessity of protecting this right and the elements of this right from the angle of the private law. The paper finally explains the origin of the shareholders' right to information by using the information asymmetry theory.The second chapter is the definition of shareholders' right to information. This chapter introduces the nature, subject and the content of shareholders' right to information. From the angle of how shareholders to obtain information which also means how shareholders to realize their rights, shareholders' right to information have enthusiasm right and negativity. These rights will be detailed discussed in chapter 3 and chapter 4. And right on the general negativity is corresponding to the information disclosure system. This paper will make a judge on shareholders' qualifications who is the subject of shareholders' right to information, and it focuses on criteria of several special shareholders' qualifications.The third chapter is the studies of the legislative of shareholders' right to information. It mainly discussed shareholders' enthusiasm of legislation on abroad. Through analyzing and contrasting right of inquiry, check and voting supervisors which lies at the legislation of the three powers' enthusiasm, the paper concludes the features of the outside legislation of enthusiasm right. And it offers suggestions to our company law on the corresponding parts.The fourth chapter is about shareholders' right to information and information disclosure system. It mainly discusses the shareholders' negativity in foreign legislation. From the perspective of the cost of system our company law should have proper information disclosure measures on kinds of companies. And it also offers suggestions to our company law on the corresponding partsThe fifth chapter is the judicial relief system of shareholders' right to information. The front paragraphs of this paper have a detailed explanation on how shareholders realizing their right to information from substantive law. This paragraph will do a fully research on how shareholders relief their rights to information from procedural law in order to achieve the comprehensive study to the shareholders' right to information. This chapter mainly introduces non-litigation relief and litigation relief for infringement the shareholders' right, and it mainly discusses the latter one. From the theory of shareholders' right to information to its proceedings, this paper provides some ideas for perfecting the litigation of shareholders' right to information in Company Law.