On The Legal Protection Of Shareholders' Right Of Access

The inspection right of shareholders of limited companies, as a basic rights of shareholders, is the basis of shareholders to materialize other rights, which represnets the balance of interest and the structural breakthrough of original rules.Only with the support of proper theory and under the precondition of rational rule design can the exercise of this right both guarantee the interests of shareholders and prevent the disorder of the system of corporation law. Therefore, from the perspective of law economics, inspection right is an important system to decrease costs of agent and define the system of right as principal for the prosecutor. Procedures will be simplified by discussion of balancing related theories and benefits. It ensures the shareholders to be protected to having inspection right in the actual marketing economy. This paper is to discuss and suggest on the rules design of inspection right as the domestic laws are not complete, from the comparative law perspective to elaborate the meanings of designing inspection right.During the study process, other practices from common law system and continental law system will be referenced with the current history of domestic inspection right.This paper comprises mainly of four chapters, excluding the introduction and conclusion:Chapter One The definition and actual conditions of shareholders’inspection right. This chapter elaborates the concept, including history and value theory, and defines the significance of establishment of modern inspection right. Moreover, with the support of contract law and law economics, the basis for the feasibility of inspection right is established. This chapter firstly describes the concept of shareholders’inspection right, including the evolution over history and axiology, unifies the concept of shareholders’inspection right and then derive the purpose of the legislation of shareholders’inspection right in modern times. Secondly, this chapter analyses the legislation value of shareholders’inspection right of limited companies from the perspective of economics and Contract Law, which establishes the basis of the right discussed in this thesis. By analysing the current situation, this thesis fully reveals the necessitity of shareholders’ inspection right in current situation, which defines the purpose and significance of study on shareholders’inspection right of limited companies, laying foundation for the later narration.Chapter Two The inspection scope and check and balance mechanism of the inspection right of shareholders. This chapter starts from the inspection scope of shareholders’ inspection right system, comprehensively analyses the exercise procedure and relieve approach, points out the limitations(both objective and subjective) of inspection scope in China’s legislation, and puts forwards suggestions to improve legislation. By comprehensively analysing two kinds of limitations, mainly objective one, this thesis investigates the legislation and practice of attest and inspection with proper purpose.Chapter Three The guidance on disputes over right for acknowledgement from judicial organs of China and the reference model from overseas shareholders’ inspection right. This chapter elaborates on the different decisions may arrived at due to diifferent understandings of the inspection right of limited companies of judges in practices. By comparing and analysing the local guidance currently issued, this thesis gives some suggestion for practice, refers to the quoting of overseas shareholders and introducing the system of inspection agent, discusses the existence, starting point and length of limitation of legal action.Chapter Four Method thinking of improving shareholders’right for acknowledgement. Introducing the selection and appointment system of the third party inspector is to the benefit of protection of commercial secrets and increasing inspection scope. To strengthen the law and practicability to perfect the system of shareholder’s rights to be informed and legal remedy procedures. The above four chapters discuss the typical cases of current shareholder’s inspection right from the legal and practical perspectives, so as to solve issues in actual conditions.