A Research On The Right To Learn The Truth Held By Stockholders In Listed Companies

The information disclosure system in securities market has improved a lot in past few decades. However, misrepresentation made by listed companies is going on and on. The author believes that the crux of the problem is not about the system itself, but about the angle of seeing the system. The information disclosure system is always considered and used as means of administrating, so that is regarded from the administrator's part. If regarding it from the angle of stockholders, we will find that the false statement about the information of securities market is actually infringing upon the stockholders'right to learn the truth. This article raises the concept of the right to learn the truth held by stockholders, that is the right held by stockholders to learn the authentic information about the companies. It has also outlined the basis of the theory about the truth-learning right that is made up with the theories about the rights of stockholders, right to learn the truth, market effective hypothesis, information asymmetry, insider dealing, market fraud, etc. The article makes it an emphasis to discuss the basic matters of the right to learn the truth held by stockholders. Stockholders have the right to demand that all needed information learned from the listed companies is objective, consistent, and standard. The information revealed by the companies must be accuracy, in order to avoid the public's misunderstanding. The information that stockholders learn should also be complete and integrated. The conflict between the truth-learning right and the protection of business secret is about the definition of the right. Stockholders have the right to learn all should-be-revealed information about the listed companies expediently and in time. The listed companies should ensure the information not be made use of before, and all stockholders could gain the information at the same time. The article also research on the systems that protect stockholders'truth-learning right. Such as the system of consulting the financial book, the system of revealing information, credit system, and so on. The system of consulting the financial book is consisted of several parts, like the qualification of the subjects of right, listed companies'duty to keep the financial book and to prove the stockholders'demands to be unreasonable, regulation about objects and procedure when consulting the financial book, etc. The author emphasizes the importance of constructing securities credit system on the protection of stockholders'rights to learn the truth, and puts forward that the role of government in the securities market should be properly regarded, scientific securities market issues dealing system should be built, penalty when breach of faith occurs should be improved and personal credit system should be established. And to a great extent listed companies'breach of faith actually results from the breach of faith of some persons. Using USA's personal credit system for reference, we could do better in the establishing our own credit system in the future. The article discusses the legal obligations when stockholders'right to learn the truth is infringed as well. The discussion involves issues as the characters of the behavior that infringes the right, the qualification of the subject, the principles when cognizing the obligation, the relationship of cause and effect and the lawsuit system, etc. After researching the contents of the right to learn the truth held by stockholders, we can educe a theme that is always under discussion on securities market development: investors rights and interests is all the time the aim that stockholders'truth-learning right system is established for.