A Comparative Study On The Shareholders' Right To Information

The shareholders'right to information is a compositive right, which includes the right to receive information, the right to inspect books and records, the right to inquire directors and the right to appoint outside inspectors. Although differences on choosing the specific kinds of rights and the focus of the system exist in different countries and districts, they share some common basic experiences: the importance attached to integrity of the right system; the distinction made to choose specific rights according to different types of company and different company records; and the efforts to make sure every single right is manipulable and remedial.According to whether the shareholders receive the information passively or positively, the shareholders'right to information can be classified into passive right and positive right to information. The former is the right to accept information, and the company is obligated to provide the information. The latter includes the right of inspection, the right of inquiry and the right to appoint outside inspectors. Based on this classification, this thesis consists of four chapters.Chapter One studies on the hierarchical structures of the system of the shareholders'right to information. Normally, the company performs its legal obligation to provide the information to shareholders, and in this way it offers the shareholders public access to company information. Only when this access is hindered or the shareholders want more or some special information, have the shareholders to exercise the positive right to information. Meanwhile, the practice of the rights of inspection and inquiry could further be divided into two logical phrases: the first is to make a claim to the company and then turn to public power if the claim fails. And, the right to appoint outside inspectors could also be exercised by either private or public power; what's more, in some countries and districts, the right to appoint outside inspector is a remedy to the right of inspection and inquiry.Chapter Two makes a comparative study on the passive right to information. The shareholders'right to information, corresponding to the obligation of a company to provide the information can be applied to all types of company, not exclusively for list company. This obligation can be understood in a more general way. The passive right to information is the basic component in the right system to information. According to the scales of companies and their levels of publicity, a country's legislation prescribes information disclosure obligations of different intensities. And according to the importance of a company's books and records as well as the shareholder's care about the information, the legislation also reasonably distributes the burden of costs between a company and its shareholders, and stipulates different types of disclosure obligation.Chapter Three makes a comparative study on the positive right to information. There are three sections in this chapter. Section One discusses the shareholders'right of inspection. With reference to legislations of other countries, we should expand the scope of the books and records available for inspection; and make the right of inspection more manipulable and remedial. Section Two states the right of inquiry, which could be classified into the rights exercised both in shareholders'meeting and daily business hours. We should also perfect the right of inquiry rather than declare it without practical procedure and remedies. Section Three introduces the right to appoint outside inspectors, which could be classified into two modes, one is the mode of UK and Hong Kong, where administrative power appoints the outside inspectors, and the other is continental mode which is a parallel mode of appointment either by meeting of shareholders or by the court. The right of appointment has great values in system, and is closely related to the right system of information.Chapter Four summarizes the comparison results, and then gives suggestions to perfect our country's information right system. The choice for specific rights of this system and the detailed arrangement for each single right reflect the choice of values as well as the judgment of real judicial demands. China's shareholders'right to information is in lack of systematization. It pays more attention to the right of inspection than the right to receive information and the right of inquiry, and the right of appointment is not yet introduced into our country. The thesis suggests that, out of the value of encouraging and facilitating shareholders to exercise the right to information, we should improve the current right system in both aspects of passive and positive right to information.