Study On The System Of Shareholders' Rights To Learn The Truth

Corporation has become the main form of organization for the big modern enterprises. Shareholder is the promoter and investor and the ultimate owner of interests in the governance of corporation. The legal rights of shareholders reflect their actual interests as investors. But due to the gradually separation of the power of ownership and management, most of the shareholders may not directly participate in the management, which sets the shareholders in the stage of information asymmetry, thus their interests inevitably falling into risks. The above problems are especially true nowadays because of the expansion of the power of the board of directors and the executives of management. The shareholders can comprehensively exercise their rights only if they can obtain the true information. Therefore, shareholders'rights to learn the truth are very important and are the basic conditions for the realization of shareholders'other legal rights.The company legislation in most of the countries has established the system of shareholders'rights to learn the truth. But concerning the development of this system in our country, it is still a valuable legal subject for researching as to the issue that we can precisely scope the shareholders'rights to learn the truth and then integrity this system. In our newly revised Company Law, the regulation on shareholders'rights to learn the truth is more detailed than before, e.g. the range of the right has been extended and the principal of proper purpose has been added. But the system of shareholders'rights to learn the truth in our country still has many defects. So this paper intents to give some advices on the related areas of legislation.This paper consists of five chapters:The first chapter is the general idea about the shareholders'rights to learn the truth,mainly analyzing the definition, characteristics and the theoretical basis. Shareholders'rights to learn the truth is not defined by legislation, but a generic term of a series of rights that the shareholders demand to obtain the true information, which is put forward by scholars. Shareholders'rights to learn the truth, a fundamental right of the shareholders who are the ultimate owners of the company, are to obtain the true information of company by the shareholders in the purpose of protecting the interests of the company and themselves, which are realized by exerting related obligations on the company and the shareholders'own activities which include consulting, copying, questioning and empanelling inspectors. Shareholders'rights to learn the truth have fundamental, independent, purposive and instrumental features. The theoretical basis for shareholders'rights to learn the truth includes three aspects, thus shareholders are the ultimate owners of company, the separation of the power of ownership and management, the authorization and representation relationship between the shareholders and the management board.The second chapter analyzes the range of the information that the shareholders have rights to obtain, pointing out that the range is under limitation and the information that the shareholders are entitled to obtain is closely related to the interests of themselves. These information include the establishment information, management information, financial and accounting information, related information, important events and the information from intermediaries. But the company is entitled to reject the requirement of any commercial secrets which are specifically stipulated by law.The third part mainly analyzes the methods of the realization of shareholders'rights to learn the truth. There are three methods: stipulating the company's responsibilities, endowment of shareholders'related rights and jurisdictional resolutions. The company's responsibilities include: keeping related documents such as reports, books and records; the responsibility of disclosure of information; the director of board and the inspector of board have the responsibity to answer the shareholders'proper inquires and to proof the shareholders'unreasonable requirements. And the law should endow shareholders'rights of consulting, copying, inquiring and the right of request of empanelling inspector so that the shareholders can realize their rights to learn the truth actively."No protection means no rights". As the safeguards of the shareholders'rights to learn the truth, the judicial proceedings may guarantee that the shareholders can get necessary relief when their rights are violated. In modern countries'company legislation, the litigation proceedings concerning the relief of the shareholders'rights to learn the truth are always specifically stipulated.The fourth part mainly discusses the limitation on the performing of shareholders'rights to learn the truth from two aspects: objective and subjective. The subjective aspect includes the shareholder's identity and the doctrine of proper aim. The subjective aspect includes the time limitation, place, forms and times of the performing of the rights to learn the truth.The fifth part discusses my suggestions on how to integrity the system of shareholders'rights to learn the truth in our country on the basis of the current legislation. Firstly, we should expand the range of documents that shareholders are entitled to inspect, conferring shareholders rights to inspect the original documents. The paper analyzes two cases, pointing out that in order to protect the shareholders'rights to learn the truth fully, the law should permit shareholders to inspect the original documents. The article then analyzes the necessity and feasibility for our country to introduce the inspector choosing system. The last method to solve disputes on shareholder's right to learn the truth is the judicial way, thus, the article analyzes the cause of action, defendant, plaintiff, precondition and legal cost of suit on shareholder's rights to learn the truth.The last chapter brings out several opinions and advices on how to improve the protection of shareholder's right to learn the truth in a macroscopical view. The author hopes that after the protection of shareholder's right to learn the truth is strengthened, the shareholders can participate in the operation of corporation more positively and effectively, and the investors'needs to set up the corporation can be satisfied in maximal extent, thus, we can enhance the international competitive capacity of the corporations.