Study On Legal Issues Of Inspection Right Of Shareholder

In the modern corporate governance modes，owing to the principle of theseparate ownership from managerial authority, most shareholders don’t participate inthe operation and management. The main managerial authority, decisions-makingauthority and administrative authority are mastered by the directors and theexecutive officers. It leads to the generation of the information asymmetrymode.Just because most shareholders, especially the minority shareholders, situatein the inferior place in getting information, the right to information and the relevantrights of the shareholders can’t get enough protection.To protect the shareholders’ legal interests from damaging by the operation ofthe directors and the executive officers, corporations set up a rule that shareholdershave the right to intervene the management behavior. For example, the shareholders,in the general meeting， can exert the right to vote, the right to decide and the rightto manage, etc. Only if the shareholders have gained enough information of thecorporation in the first place, can they properly exert the above-mentioned rights.Therefore, the right to know becomes especially important in the system ofshareholders’ rights. It is the premise and foundation to realize the wholeshareholders’ rights. As a key part of the right to know, the inspection right shall be apriority of all.Recently, in the legislation of the developed countries such as England andAmerica, a serious of detailed and effective regulations on the inspection right canbe found. That is to say, it maintains the normal development order of thecorporation while protecting the shareholders’ rights and strengthening the rightconsciousness of the shareholders. In our current Corporation Law (2005), therevised provisions on the inspection right of the shareholders have made greatprogress in comparison with the one in1993. It mainly includes:1. Extending thescope of the inspection right of the shareholders;2. Limiting the access rights to theaccounting books in the limited liability corporation;3. Preliminarily developing the judicial remedies measures of the inspection rights of the shareholders. However,the updated idea and the mature of the standard fail to produce an immediate effect.Compared with the foreign legislations, the deficiency is apparent. It is imperative toset up a sound provision, regulate the system of the inspection right and balance theinformation asymmetry.Combining the judicial practice and the foreign legislative experience, thisthesis analyzes the recent legislation of our limited liability company and joint stocklimited company on the basis of the regulation of Corporation Law. And I also givemy opinion and suggestion on the upcoming Company law explanation (Fourth) Thethesis makes an analysis and research about the subject, object, subjective aspect andobjective process of the inspection right of the shareholders. It shows the problem ofthe application of inspection right of the shareholders, and gives some relevantimprovement proposals. I hope to throw out a minor to catch a whale on theconstruction of the shareholders’ inspection right system and to promote the effectiveoperation of the corporation law in market economy.