Study On Several Legal Problems On The Minority Shareholders’ Right To Learn The Truth Of Listed Company

In the traditional corporate governance modes, shareholder meetingis the highest power organ of the company, board of directors need tofollow the articles of association and shareholder meeting’s resolution toimplement the company business, it is just the company’s agent andcontrolled by the shareholder meeting. The modern company’smanagement mode mostly adopt the principle that "the power ofoperation is separated from the ownership", it can be used that theshareholder is eliminated to the company’s management. It means thatrights of the board of directors, such as the rights of management anddecision-making, will be no longer restrict by the shareholder meeting, itmakes shareholders at a disadvantaged status in information holding.Information asymmetry makes that shareholder must obtain theinformation to perform the authority to supervise, make the true decisionsand protect interests of shareholders, thereby the shareholder’s right tolearn the truth appeared.Shareholders’ right to learn the truth is the right that shareholderlearn and understand the situation of company. Shareholder’s right tolearn the truth is an elementary right that assure the other rights to make,if it is not protected by law, other rights will be treated asnothing.Minority shareholder undertake a higher cost than others, so,their right to know is primarily through the information disclose to achieve. But it’s very easy impaired because of the company perform theinformation disclosure obligation insufficiently.This paper base the view of information disclose, combine with theinformation disclosure system and the protection of the shareholder’sright to learn the truth, and analysis the relationship between two of them,clarify that the information disclosure system is the essential componentof the shareholder’s right to know system. Improve the informationdisclosure system is the new way to protect the shareholder’s right tolearn the truth.