On The Shareholder’s Right To Know

In order to promote the development of productive forces, Civil Law givesproperty owner the rights of direct controlling and dominating, because propertyowner is most concerned about how to effectively use the property, added the value,which is also in line with the principles of economics,"rational economic man"hypothesis. But with the development of society and economy, especially the neworganization company emerges, the form of property owner control of the property ischanged, breaks through the traditional civil law on the significance of setting:shareholders investing to establish companies means the transfer of rights to directlycontrol the property, ownership and direct control of the property no longer belong tothe same person. The entire firm legal system or the research of Modern Corpgovernance theory is based on "the separation of two rights". The separation ofownership and control rights leads to a majority of shareholders out of the company’sbusiness,First, major shareholders relying on the capital majority which is the congenitaladvantage control the company’s business, the ownership structure of the ModernCorporation highly dispersed reduce large shareholders’ direct controlling power tothe company, internal power structure changed, the management began to mount thepower stage, holds the lifeblood of the company. In the case of stock company, on theone hand, a more decentralized equity increased the difficulty of large shareholders’direct control of company; on the other hand, cross-shareholding of each big company,control relationship perplexing, in a way that management layer controls theoperation of the company, the management layer can resist the shareholders, mutualrestriction. At the same time, uphold the spirit of modern rule of law, companylegislation pay more attention and emphasis on protection of small shareholders’interests which is the vulnerable groups, this makes small shareholders have a spacefor one person in the power of competition, in the Modern Corporation, shareholders,small shareholders, management layer three party game situation has been formed. The strong stock holder and management layer may finally get company’smanagement power, but minority shareholders cannot grasp the management right,even without accessing to management information. Information between the actualcontroller and small shareholders appears a serious asymmetry; this situation led tothe contradictions between the two sides, but also provides convenient conditions forthe actual control infringing the interests of the shareholders. To resolve this conflict,you need to provide channels for shareholders to obtain information about thecompany, the shareholder right to know system emerge as the times require.Shareholder’s right to know can be said to be the basic right of shareholders, atthe beginning of the system established, there are a large number of scholars doingin-depth research, analysis. However, most of the research literature use theshareholder’s right to know for the title, but research on Shareholder’s right ofinspection especially the checking right of the accounting books, limiting theshareholder’s rights to know to the category of inspection right, which is in fact notstraighten out the logic of the system of shareholder’s right to know. Shareholder’sright to know having broad range, right of inspection is only the subordinate concept.The author in the first chapter straighten out the logic of the shareholder’s right toknow system, and on this basis, taking inspection rights mainly limited companyshareholders’ right of inspection as the key point, analysis of its constituent elements,specifically elaborate the inspection right exercise subject, definition of the legitimatepurpose, the scope of inspection, and put forward own views on practice issues.According to the stock company, the people combination nature and the closeness ofthe limited company make rights and interests of small shareholders once be violateddifficult to remedy. The biggest difference between limited company and stockcompany is stock company shares are freely transferable, and equity transfer oflimited company shareholders is strictly limited. In order to maintain the peoplecombination nature，in the articles of association or the contract which even limit theexternal transfer of equity, adding no publicly trading market, the price is verydifficult to determine, equity liquidity discount. The controlling shareholders use thecompany management rights against the interests of company and small shareholders,for small shareholders，maintaining rights or quitting is not easy, therefore, situation of limited company’s small shareholders is even more worrying. This is why China’snew "company law" first open the access right to account book of limited company.In addition to the introduction and conclusion, the thesis is divided into threeparts. The first part of the thesis, through analysis of the theory basis, the concept ofshareholder’s right to know, clear the right system and the nature of rights ofshareholders the right to know. Shareholder’s right to know is a right system which iscomposed of the inspection right of shareholder, shareholders inquiry right, right topetition for inspectors, having unique right nature; The second part focuses on theanalysis of the inspection right of shareholder, especially ink in the legitimate purposeand the definition of the scope of inspection and the focus of controversy in thepractice of trial; The third part puts forward several suggestions on improving andperfecting the shareholder’s right to know, hoping to get the effect of breaking the ice.