A Research On The Role Of Shareholders' Right Of Inspection In Company Law

As an important component of the shareholders'right to information, the shareholders'right of inspection is an important access for the shareholder to obtain the management and operation information of the company which will provide information support for the exercise of other rights of shareholders. Compared with the 1993 Company Law, the revised 2005 Company Law has enriched the provisions on the shareholders'right of inspection; however, the relevant provisions are still too simple and insufficient, which lead to two problems in practice: the lack of protection of rights and the lack of regulation on conflicts between different rights. This thesis intends to do some research on such problems through empirical and comparative study so as to provide some theoretical reference and support for the Chinese judicial practice.This thesis is composed of three parts including Introduction, Main Text and Conclusion, and the Main Text is divided into four chapters:Chapter One researches on the current legislations on shareholders'right of inspection, and introduces and compares the relevant legislations of the PRC, USA, UK, Japan and Germany. Basing on comparative analysis, it reasons out the deficiencies in our current system of the shareholders'right of inspection and points out that there are two problems in practice, namely the lack of protection of rights and the lack of regulation on conflicts between different rights, which is the focus of this thesis.Chapter Two firstly analyzes the role of the shareholders'right of inspection in the shareholders'rights system in the PRC Company Law, and compares it with other relevant systems in the shareholders'right to information system, and reasons out its fundamental role: as an instrumental right, the right of inspection supports and assists the exercise of other shareholders'rights. Then, it analyzes the nature of the shareholders'right of inspection.Chapter Three researches on the exercise of the shareholder'right of inspection basing on the ineffective protection of such right. It carefully analyzes the scope, procedure and protection of exercise of the right, points out the deficiencies in our legislation and gives some suggestion on improvement of the right protection.Chapter Four researches on the restrictions of the shareholders'exercise of the right of inspection basing on the lack of regulation on conflicts of rights. It firstly analyzes the reason of restricting the shareholders'right of inspection: there are some conflicts between the shareholders'and the company's interests so the shareholders'rights have to be limited in order to balance the interests. Then, it elaborates the subjective and objective aspects of the specific restrictions—the proper purpose and time limit and proportion limit of shareholding. Finally, it studies the regulation of the shareholders'rights abuse from the aspects of prevention and remedy.The last part of this thesis is the Conclusion, in which the author summarizes the main context of this thesis and once again points out the main points.