On Judicial Relief Of The Shareholders' Right To Know

The special institution of governance, which is resulted from the divorce of ownership and managerial authority, makes the daily affairs of the company out of shareholders' control. If there is no certain channel informing the company's shareholders of information, shareholders will know little about the real situation of the company. They would be unconscious of any violence to their rights, and the company will become a modern management structure which may violate the rights of shareholders. So the realization of the shareholders' right to know which has fundamental status in the shareholders' right system is the start and base of the realization of other rights of shareholders. Although the Corporation Law has already been amended several times, there exist only general principles with scattered and incomplete contents because of the late establishment of our national protect system for shareholders' right. As the right to action has been neglected and there is no regulation about protecting this unique right of shareholders, the shareholders are not aware of the right to know at all, and the court has difficulties in dealing with such cases. Therefore, it is important and urgent to study the judicial relief of the shareholders' right to know.As a collection of many rights of shareholders, the right to know aims at informing shareholders related information about the company and protecting shareholders' rights. The subject of the right to know contains shareholders in broad sense, and the objects are basic and managerial information of the company. The shareholders' right to know can be divided into two kinds, i.e., active disclosure and passive requirement. Specifically, the right of participation into the company's affairs, the right of inspection of the corporation's books and records, the right to address questions, the right of professional supervision, the right of internal request, the right to action, showing a build-up structure. The study of judicial relief of the right to know starts from analyzing the reasons of judicial relief, which determines the range of relieving and the strength of protection. The regulations of judicial relief of the right to know have many functions and significant meaning in regulating the management of the company and the order of transaction and providing protection. The determination of plaintiff should take action benefit as a criterion, while, the insurance of the defender should take his duty as a criterion. According to the characteristics of varied company form, it is necessary to establish a trinity litigious mechanism which composes of individual litigation, collective litigation, and representative litigation. The nature of the action of the shareholders' right to know is how to deal with practical matters, which apply general procedure. And it is necessary to found a complete protection system including pre-action protect and action protect to make sure that action is successful. The duty of giving certification is a judicial method to balance the strength among shareholders. In a word, the study of judicial relief of the right to know should begin with the origin of shareholders' right to know, its scope, and its relief paths and methods. By this way, we can construct protection mechanism of shareholders' right and realize harmonious governance of corporation.