The Study On The Passing-Through Exercise Of Inspection Right Of Shareholders

As a fundamental right of shareholders, inspection right is the basis of other rights of shareholders. Passing-through exercise of inspection right of shareholders is kind of expansion of the inspection scope. Without corresponding regulations, expansion of a right would probably disorder the original right structure and break the interest balance, which require current needs, theoretic support and regulation design. On the basis of clarifying the definition of passing-through exercise of inspection right of shareholders, this paper reveals the current needs for the parent's shareholders protection. By introducing corresponding theories and balancing relative interests, this paper justifies the passing-through exercise of inspection right of shareholders. By referring to the statutes and cases in the United States, this paper reviews the current regulations in our country, and proposes some advice for regulation design. Besides the introduction and conclusion, this paper consists of four chapters.The first chapter, definition and significance of the passing-through exercise of inspection right of shareholders. This chapter first introduces the dispute over the concept of shareholder inspection rights, then clarifies the concept, lays the basis for this paper. Then this chapter introduces the concept of passing-through exercise of inspection right, and the essence of the right is kind of expansion in scope, reaching the"passing-through"results. By actual cases, this chapter reveals the necessity of the passing-through exercise of inspection right of shareholders.The second chapter, legitimate analysis of the passing-through exercise of inspection right of shareholders. This chapter first introduces the relevant theories of the passing-through exercise of inspection right of shareholders, the passing-through theory, stemmed from"piercing the corporate veil", gives direct support for the passing-through exercise of inspection right of shareholders."piercing the corporate veil"provides further explanation. Then the conflicts of interests, brought by the passing-through exercise of inspection right of shareholders, were discussed, and this chapter would try to find a balance mechanism.The third chapter, statutes and practice of the passing-through exercise of inspection right of shareholders. Taking the United States for example, this chapter introduces the attitudes and approaches held by the courts on the passing-through exercise of inspection right of shareholders: some states hold a negative attitude, that is, literal interpretation in accordance with the current provisions of the states, deny the passing-through exercise of inspection right of shareholders; other states held positive attitude in support of the passing-through exercise of inspection right of shareholders, however, according to whether stated in statutes, there can be divided into two categories.The last chapter, current regulations and modification of the inspection rights system. This chapter first introduces the current provisions of the inspection right system, pointing out that the passing-through exercise of inspection right of shareholders is not specified in company law. Subsequently, this chapter clarifies the border of the passing-through exercise of inspection right of shareholders, and discusses the specific rules on aspects of the subject and scope of the passing-through exercise of inspection right of shareholders.