Our Shareholders' Right Of Access Legislation, Interpretation And Improvement

Shareholders' inspection right constitutes an important and fundamental part of shareholders'right to information. Shareholders' inspection right will benefit shareholders to understand and supervise the business operation and financial status of the enterprises, avoid short-term behavior of directors and senior managers, reduce the information asymmetry of shareholders, prevent the illegal infringement of lawful rights and interests and help to make rational investment decisions.That the exercise of rights shall be subject to certain restrictions is a basic principle in modern civil law. However, the restrictions on the exercise of civil rights should be justified by good reasons. Due to the complexity and expertness of modern financial books and records system, if shareholders are allowed to exercise inspection right in an arbitrary manner, it is probable that the normal business will be interrupted; On the other hand, the interests of the company will be seriously harmed if shareholders abuse the right of inspection, obtain the company's trade secrets, and carry out unfair competition, since part of financial books and records are related to business secrets. Therefore, the appropriate restrictions on shareholders' inspection right are conducive to better social and economic benefits of the system.This essay is divided into three parts in total of over 32,000 words.Chapter I begins from the definition of shareholders' inspection right, and focuses on analyzing the status of shareholders' inspection right in shareholders'right to information system. Shareholders' inspection right, as a "lower" concept in shareholders'right to information, is a fundamental right in shareholders'right to information system. Besides, this chapter briefly describes the legislations in United States, Britain and Germany in respect of shareholders' inspection right.ChapterⅡ, which is closely connected with judicial decisions, studies the inspection body, inspection scope, inspection methods, restrictions on inspection and legal remedies from 4 aspects including current legislation, academic theory, extra-territorial legislations and judicial decisions, which constitutes the legislations and interpretations of shareholders' inspection right. Firstly, this chapter gives a general definition of the inspection body and focuses on analyzing the qualifications of certain special inspection body in practice, such as the former shareholders and current shareholders in share transfer, dormant shareholders, shareholders who fail to make due contributions, shareholders of the parent company, and the appointed agent or other experts entrusted by shareholders. Secondly, this chapter defines the scope of shareholders' inspection right, and focuses on whether the shareholders are entitled to inspect unlisted financial books and records, and whether the original vouchers are included in inspection scope. Thirdly, this chapter discusses the inspection methods and further analyses whether the right of replication shall be an integral part in shareholders' inspection right to financial books and records, and whether shareholders are entitled to call for auditing. In addition, the writer further studies the restrictions on inspection so as to balance the rights and obligations between shareholders and company, which includes restrictions on ratio and time, "proper purpose", "directly connected" and time and place. Such restrictions will help the investors to fully and effectively get information, avoid the interruption of company's normal business and the infringement of business secret. Finally, this chapter reviews the legal remedies of shareholders' inspection right. The current legislations provide that pleas of shareholders' inspection right, as common pleas, shall apply common procedure. Common pleas are relatively time-consuming which have disadvantages to protect the shareholders' inspection right.ChapterⅢ, combined with extra-territorial legislations, focuses on the improvements on shareholders' inspection right after the above analyses and interpretations.Ⅰwould like to make some suggestions below. First, the inspection body shall be expanded; Second, the inspection scope shall be widen; Third, experts entrusted by shareholders in inspection shall be permitted; Fourth, the definition of "proper purpose" shall be clarified; Fifth, the legal relief procedures shall be simplified.