Shareholders' Right Of Access

With the separation of modern companies' ownership and control, the shareholders as companies' investors, are usually often kept away from their businesses and affairs. They know little of the actual operation of the businesses of these companies. In order to overcome the inconsistency of information between shareholders and companies, many companies have vested the shareholders with legal rights to learn about the truth of their business operation in many countries, i.e., shareholder's right to know. As an important part of shareholder's right to know, the inspection right of books and records of companies becomes the key route for shareholders to obtain the overall information of companies' business operation. Although shareholders' inspection right of books and records has been stipulated in the Company Law of our country, improvement is still needed since the provisions are too rigid and often difficult to put into practice. Our system is still considerably far from the other more advanced countries, hence improvement is needed.This article sets its foot on three tiers of shareholder's inspection right of books and records, i.e., companies' obligation to disclose, shareholder's self-relief and the system on the appointment of qualified inspector. It will also extend to the heart of the question, which is about the shareholder's inspection right of books and records. It then will introduce the source of the shareholder's inspection right of books and records and further continue to analyze the theory and basis of shareholder's inspection right from three aspects. They are: (1) the shareholders who are the ultimate owners of the companies' assets; (2) the separation of companies' internal ownership and control; and (3) the deputy relationship between shareholders and companies' administrators.In Part II, it elaborates shareholder's inspection right in two main aspects, being the subjective view, the objective view and the limitation, which will be discussed in three chapters. In the part concerning the subjective view, it focuses on the adversarial problem on the qualification of shareholder's inspection right of books and records among the original shareholders, derivative shareholders, dormant shareholders and shareholders with defect investment. In the part concerning the objective view, it divides shareholder's inspection righ?? books and records into three parts, i.e. accounting documents, accounting books and other companies' information. In the part concerning limitation , it analyzes the shares proportion and the period of time where shares could be held, the time, place, method and period for inspection and how to protect and deal with the confidentiality of business secrets, specifying the concept of the vague expression of "justified intention".Finally, this article will extend to the discussion on how to perfect the shareholder's inspection right of books and records through the analysis of a comparison between the old and new Company Law of our country. It will emphasize on the scope of shareholders' right on inspection and also the rights vested on the shareholders of the stock limited company with respect to the inspection right of books and records. Furthermore, it will post the question that our country should extend the shareholders' inspection right of books and records and bring in the system on the appointment the qualified inspector.