Shareholders' Right To Information System Research

Stockholders'right to know, as a concept, never appears in legislative papers. It was a summary made in the interpretation of law by the corporation law scholars who had studied the relevant provisions of all countries on stockholders'right to know the information of their corporation. As the tradition in legislation differs, jurists with different backgrounds will not reach an academic conformity in the explanation. The article explicates that this concept covers all the regulations reflecting the stockholders'right to learn the information of the corporation.In modern corporation law theory, the corporation and the stockholders are independent subjects. Especially in public corporations, managers with special skills and experience handle the business and stockholders only act as the investor not allowed to intervene with the corporation's routine practice. Under such circumstances, right to know is an active type of right for the stockholders through which they supervise the managers'behaviors and protect the invested interest as the owners of corporation. In fact, the stockholders'right to know is more of an instrument than a purpose and it is the basis and prerequisite of stockholders'other rights as well. By exercising this right, stockholders could start the preliminary proceedings before the institution of derivative action, participate in the fundamental affairs of the corporation and make correct decisions as well as collect proxies to elect the new directors.Stockholders'right to know includes the right of interrogatory in stockholders'meeting, the right of inspection of the corporation's books and records, the right to ask for outsiders as inspectors and the right of action for remedy. Most important countries in the world had provided with details for the stockholders'right to know in their corporation laws but the focus is different. Company law in China is at a primary stage. Although improvements on the stockholders'right to know had been made in the Amendment of Company Law 2005, the relevant provisions still seem too simple and insufficient for carrying out. Thus, supplements based on foreign successful legislative experience are necessary.This article holds that, due to lack of personnel and the cost of institution formation, we had better not entitle stockholders the right to ask for outsiders as inspectors at present; because of the insufficiency in the rules of the right of...