The Research On The Stockholder's Interpellation Right Of Stock Company

With researching the significance of the stockholder's interpellation right initially, from the perspective of comparative law, the paper accents the legal basis of the stockholder's interpellation right through analyzing the legal practices on legislation and jurisprudence of the protection of interpellation right as well as the relating theories of it, combining with China's national conditions. Furthermore, the legal remedies of the stockholder's interpellation right are discussed.In the preface, in the term of the corporate governance, the traditional stracture of coporate governace focusing on board-centrism have undergone many questions, including internal control, major shareholders against companies or small and medium shareholders, the fraud of the information disclosure of listed companies and what is the worse the inherent defect of the traditional board of supervisors, independent directors and information disclosure of listed companies have made the condition worse.Such as the failures of the board of supervisors and the independent director system, with a purely hypothetical nature; Cumulative voting system, the agent and trust of the voting right, minority rights system, representive suit, with high cost and low efficiency; The participation system, the information disclosure system of listed company, with passive and lagging nature. However, the stockholder's interpellation right, the"light cavalry"in the modern corporate governance, feature the merits of the direct self-help of shareholder, initiative, timeliness, low-cost, high effectivity, which would compensate the flaw in the board of supervisors, independent director, the information disclosure system of listed company, to optimize corporate governance, this is the significance of the study.Chapter I and chapter II, provide overview of the legal origin and nature of the stockholder's interpellation right. First of all, it analyzes the theories of the legal basis of the stockholder's interpellation right, involving trust theory, voting theory, participation theory, informed theory, supervision theory. In short,these theories bear some truth, one-sidedness;Secondly, compared with these theories, the essay holds that the eligible theory is more convincing. The eligible theory considers that the stockholder's interpellation right is a intrinsic right, share usufruct right, individual shareholder right, based on the shareholder identity or qualification. The stockholder's interpellation right given by the company law, could not be deprived of or restricted by the company's constitution or shareholders' resolution. The stockholder's interpellation right is a share usufruct right, shareholders can participate in the matters, involving the interests of shareholders and company, in the setting up a company, the business supervision and management, the bankruptcy liquidation. That is, shareholders have the right to know, to supervise and to attend. The stockholder's interpellation right as the right of individual shareholder means that a single shareholder can exercise the right, without considering the issue of shareholding ratio restriction.Chapter III, mainly from the perspective of comparative law, comparing the relating systems in legislation, jurisprudence, doctrine, and practice of corporate governance of the main civil law and common law countries, based on the understanding of the legal origin and nature of the stockholder interpellation right, the position of balance benefits between the rights protection of small shareholder and the independent management of company,believes that the opinions of the exertion of the stockholder's interpellation right are as follows. The subject of right of the stockholder's interpellation right is the individual shareholder. At the same time, this article considers that a non-voting shareholder and pledgeor based on their identity or eligibility of shareholder are entitled to the stockholder's interpellation right; The subjects of duty of the stockholder's interpellation right are responsible for the vital interests of the company or shareholder, such as board of shareholders, board of directors,board of supervisors,director,supervisor,manager,initiator, liquidator,majority stockholder,actual controller,auditor and so on; The right scope of the stockholder's interpellation right is closely related to the vital interests of the company or shareholder; The space-time of the stockholder's interpellation right should ensure that shareholders can interpellate the conducts that disregard or damage the rights and benefits of the company or shareholder at any time, to safeguard the rights and interests of the company or shareholder.Chapter IV, mainly from the perspective of the comparative law and the China's national conditions, researchs the public protection of the stockholder's interpellation right. The main ways of the judicial relieves of the stockholder's interpellation right include the lawsuit of enforcement interpellation, the litigation of cancellation right, the shareholder's derivative and direct action. The statutory grounds of this litigation are as follows:refusing to interpellation without legal reasons, incomplete and false answer, not to achieve the aim of the stockholder's interpellation right. This judgements have the power of enforcement and so on.