The Study On The Passing-through System Of Inspection Right Of Shareholder

As the economy develops rapidly, the company has become the main form of modern enterprises. The shareholders invest their property into the company, and they share the interests of the company. As the owners of the company, they enjoy the shareholders'rights. But,the shareholders who do not participate in the company's daily operation and management all by themselves, may fall into the predicament of rarely knowing the specific operating conditions and the actual management information of the company, in this case,it is necessary to empower the shareholders to enjoy the inspection right. For a variety of business purposes, the parent company establishing one or more subsidiaries becomes popular. In accordance with the current company law, the inspection right is the legal rights of shareholders,only the shareholder,who holds company's shares,can exercise the inspection right of the company he invests. And the single principle had common applicability in the early stages of the development of company law, but the rigid provisions is not conducive to protect the interests of the shareholders thoroughly in the parent-subsidiary corporate structure.The interests of parent company shareholders are closely connected with the subsidiary,it is precisely because there is no related law protecting the parent company shareholders' inspection right in the current legislation, therefore, this paper discuss about the parent company shareholders' passing-through exercise inspection right on the basis of inspection right of shareholder. Without relevant legislation, a new system could form based on the sufficient legitimacy and reasonable rules. On these grounds,this paper defines the meaning of passing-through system of inspection right of shareholder firstly, next, proves the legitimacy of setting up this system, makes reference and comparison on the existing regulations in our country and abroad, and puts forward some suggestion for the design of passing-through system of inspection right of shareholder. Besides the preface and the conclusion, this paper is divided into three parts:The first part, the analysis of legitimacy of the passing-through system of inspection right of shareholder. First of all, on the basis of inspection right, passing-through system of inspection right is supported by many basic theories. Secondly, the development of the company structure and the real need of shareholders' interests protection prompt the establishment of the system to have sufficient necessity. At last, the critical feasibility of establishing this system is given by good legislative environment and rich legislative experience.The second part, the foreign legislation cases and study on the passing-through system of inspection right of shareholder. This part mainly introduces legislation cases of the United States,Germany and Japan, the three countries show different attitude towards the establishment of the system,and there are obvious differences on the legal provisions, they each have distinctive features.The third part, the building of the passing-through system of inspection right of shareholder in our country. Based on the principle of interests balance, in my opinion,the legal suggestions and the specific measures of rules of the system should be limited from subject qualifications, subjective goals, specific scope, objective conditions, relief program and legal responsibility respectively in six aspects.