On The Shareholder’s Inspection Right

In the theory of law, the inspection right of shareholder s right to know is a, is the law entrusts with the shareholders through access to the company’s financial and accounting reports, books and other related to the management and decision-making of the company, management information and inquiry and the facts about the matters, realize the operations of the company’s rights. The company independent personality system design of the property of the separation of ownership and management become possible. So in practice, the shareholder may own operation" company", also can hire managers or the board of directors of company operation"". At the same time, probably because of the different investment proportion and form the so-called" big shareholder" and "small shareholders", in company management pattern may also be formed" stockholder centralism" and" Directors centralism" opposites. In this case, the " shareholders" relative to the" shareholders", or the shareholders to the company responsible for the management of the affairs of the board of directors, in information acquisition and control weak position. To turn round this kind of information asymmetry in the state, to ensure that the company’s benefit and company possessory rights and interests can smoothly, achieve the purpose of modern company law, the company law in most countries give the inspection right of shareholder.Our country about the inspection right of shareholder shall not detailed and clear, resulting in practice, either in court or shareholders rights are more or less obstacles. Summarized as follows:(1) how to define the subject scope of the inspection right of shareholder? The current company law only provides shareholders inspection rights, but in practice, shareholder takes many forms, has already transferred full ownership of the original shareholders, a dormant shareholders, and the shareholders capital contribution flaw and so on, all of these will be gaps in the law, may directly lead to disputes.(2) how to determine the inspection right of shareholder’s object? Law enumerates the shareholder can refer to the copy of the articles of association of the company, the minutes of the shareholders’meetings, the resolutions of the board of directors, the resolutions of the board of supervisors, financial and accounting reports, accounting books, register of shareholders, corporate bonds corporate bonds. But in the actual management, may have other related documents, may directly affect the interests of shareholders.(3) how to determine the inspection right of shareholder travel program? The law only gives shareholders rights, may make a written request, the company should be in written form within fifteen days and explain the reason for the reply to the shareholder, but does not require should be what procedures, how to determine the access time, the place and so on.(4) the exercise of shareholder inspection rights should be limited? The company has a reasonable grounds to believe that the shareholder requests to review the accounting books for improper purposes, may damage the legitimate interests of the company, may refuse to provide access to. But what is " unfair", are unable to judge, can only rely on the discretion of judge.(5) whether through legislation and other relief way, when the shareholders’rights and interests are violated, can quick and cheap way of rights. And so on.In order to solve the existing problems in practice, summed up in the scholar’s research results based on the combination of China’s actual situation, the author thinks, should start from three aspects:first, change the mode of legislation, make lists and generalize pass the inspection right of shareholder, expanding the subject and the object range, adequate protection of shareholders’ legal rights and interests. Secondly, the validation of the corresponding operation principle and punishment measures, balance the interests of company and shareholders, safeguard the interests of the company by malicious damage. Finally, suggestions for legislation in our country external examination system, reduce the running right to consult the specific details of the dispute; avoid shareholders inspection rights affect the normal business operation of the company, reduce unreasonable defences affect shareholders’ legal rights and interests. Finally in the protection of the legitimate rights and interests of shareholders and other shareholders and the company, maintain the legitimate interests of the market economy, promote the continuous and smooth, to build a harmonious society.