On Shareholders' Right To Learn The Truth

Right to learn the truth is a fundamental right of shareholders. However, shareholders' rights are often impaired because modern companies pursue the principle of"separation of ownership and management". The related stipulations of the Chinese company law is not perfect in this regard, and therefore can not provide necessary basis and regulations for the exercise of and legal relief to the right to learn the truth of shareholders. This thesis aims to construct a more rational and more operational system of right to learn the truth of shareholders. Based on research of experience of foreign countries and analysis of the current situation of related cases in China, this paper explores such important topics as the essence, exercise and relief concerning the right to learn the truth of shareholders.This paper consists five chapters.The first chapter gives a brief introduction of the origin of question and significance of research.Chapter two, studies of the essence of shareholders' right to learn the truth, explores four issues: firstly, the meaning of shareholders' right to learn the truth is a right consist of learning and supervise; secondly, the scope of this research; thirdly, the nature of shareholders' right to learn the truth in the context of company law; and lastly the legal basis and legality of the protection of shareholders' right to learn the truth.Chapter three further studies the exercise of the right to learn the truth from the perspective of subject, object, forms and limits of execution. First, the standard of qualification of subject should be substantive. Judgment of qualification of shareholders of special categories should be made on substantive terms. Second, modeling on American and Japanese law, unlimited norms should be adopted for the object of right of access to documents. Chinese company law could be improved through unification of legal norms, clarification of the meaning of terms, and supplement of correlative regulations; Modeling on German and Japanese law, limited norms should be adopted for the object of right to address inquiries. Chinese company law should re-locate the object of right to address inquiries to matters related to topics of general meeting of shareholders. Objective standard should be adopted. Third, by incorporating elements such as beforehand written inquiry, Chinese company law could be further perfected in the area of time, venue, representation and reproduction of right of access to documents. This is a conclusion based on thorough research and summary of practice of various countries. Fourth, the author pointed out the international trend of relaxation of objective limits and specification of subjective limits, and proposed the standards for limitation and the distribution principle of inversion of burden of proof.The fourth chapter focuses on legal relief for shareholders' right to learn the truth. Legal relief can be divided into litigation and non-litigation. First, on the hand of litigation, the world is moving towards a more normative solution in the jurisdiction, adjudication and execution of lawsuits concerning shareholders' rights. China should bring in litigations concerning right to address inquiries as a remedy to the imperfection of law. The scope and object of adjudication of court should be determined by the nature of case. Ways to perfect specific provisions in the area of jurisdiction, time limit, preservation measures as well as execution are also proposed in the paper. Second, on the hand of non-litigation, scrutinizer as a means of non-litigation is neutral and order of investigation is convenient. Non-litigation should be brought into Chinese company law as a supplement of litigation.The last chapter is conclusion of this thesis, explain a theory summary based on the recommendation of the above.