Research On Legitimate Purpose To Shareholder’s Inspection Right

Shareholders’ right to access books in China after the implementation of the system, has become an important weapon to protect their shareholders’ interests, against the interests of shareholders and the interests of the company, people are more willing to sympathize with the underdog minority shareholders. However, due to the incompleteness of the law that is related to a lack of supporting systems, resulting in shareholders’ inspection books right system, the core system does not play its due role, part of the purpose of the system failed to protect the interests of shareholders to achieve perfection. This paper argues that the lack of supporting systems include: Shareholders books determine whether or not access to the legitimate purpose of allocation of the burden of proof standards and inspection books legitimate purposes.Of the Act is not clear about the purpose of the exercise of the legitimate right of members to inspect the books of the provisions, but to assign responsibility to explain to the court. From the legislator’s perspective, the purpose of the shareholders occurring in different judicial practice needs to inspect the books are not the same, it is difficult for shareholders’ inspection lawmakers books happen every case the purpose of legitimate or not, to make specific definition standard, which requires judges combined case-specific facts, through judicial interpretation to determine the legitimacy of the purpose of the shareholders to inspect the books. From a practical referee practice, the principle of the concept is too simple, but not yet introduced judicial interpretation, therefore, in recent years, particularly reflecting the various problems in the practical operation of the many judicial cases, the purpose of the different parts of the court because of the recognize the legitimacy of different, more natural contradiction between the ruling, which will lead to destruction of the law applicable to the stability and unity. Thus the need to pass legislation or judicial interpretation form, given the basic connotation legitimate purpose clear.This paper is divided into three parts.The first part of the need for legitimate purposes shareholder books from established access rights talk, from the current status of the judiciary, regulate itself and the effects on the right to restrict the analysis of the significance of this concept established.The second part of the legitimate purpose of determining specific analysis of shareholder rights standards inspection books, through our judicial practice in case the decision analysis, and comparison of the provisions of foreign law that our country should be fully legislation and case study experience in the United States, Japan and other countries, the exercise of the right of access to the books of the shareholders can take legitimate purposes outlined legislative and rule-style regulations, combined with the type exemplified exclusion method to determine the pros and cons of the proposed criteria for legitimate purposes and the applicable rules, and outlines applicable case of judicial practice, the final reveal all the details of the principles listed. This is to maximize the protection of the legitimate rights of the shareholders, but also to ensure the normal operation and management activities of the company.For the second part of the third part of the legitimate purposes of determining further by allocating the burden of proof, the legitimate purposes of clarity of the concept of fuzzy, from the legislative intent, the system of legal norms, litigation burden distribution theory, the use of legal interpretation analysis "Company Law " Article 34, analyzed the provisions of common law and civil law, for the protection of shareholders disadvantaged position, and certainly the United States and Japan on the exercise books and access to legitimate purposes shareholder allocated the burden of proof legislation, but perspective of legal theory, the right is not without limitation, any right must be exercised within a certain range. Therefore, the relevant provisions relating to the exercise of shareholder access to books legitimate purpose of the law is not entirely copy from the United States and Japan, should be combined with specific judicial practice of China’s domestic situation, summarized the principles can be applied to the legitimate purpose of allocation of the burden of proof and given the burden of proof can be applied to the practical operation of the reasonable suggestions view that books can not fully exercise the right of access to the legitimate aim of the shareholders in the company or the shareholders configured either party should strengthen the initial description of the responsibility of shareholders prior to the company to review its purpose and the opportunity to put forward any objections, the burden of proof falls improper purpose of the company is located in the party.This article is based on the previous inspection in gathering a large number of cases, points out China’s judicial practice regarding access rights for legitimate purposes books shareholder disputes and difficulties in the administration of justice, proposed general and easy maneuverability of the new "Company Law" on this provision. Studied the provisions of the United States, Japan and other countries on the exercise of shareholders ’rights of access to the books of the legitimate purpose of defining the method, the burden of proof on the provisions of the exercise of shareholders’ rights of access to the books of the legitimate purpose of proposed modifications and improvement methods.As the scholars said, "legitimate purpose" is only one term but caused a lot of litigation in practice. In the words of these parties, we can not ignore the fact that the establishment of a system at the same time each, are accompanied by the need to apply the provisions of certain aspects of the system, and every law from establishing its implementation does not require the use of non-this costs and pay the appropriate price. In summary, the right of access itself is a "balancer" is a legitimate purpose on this balancer "control valve." Under what circumstances can the use of this valve, to coordinate the relationship between the rights of shareholders and management of the company to obtain the relationship between the company and the company management information between trade secret protection to shareholders, which is the key shareholder of the right to study the books of inspection must think problem, for the implementation of the law also has important guiding significance.