The Judicial Cognizance Of Purpose Legitimacy Of Shareholders' Inspection Right

The identification of the objective legitimacy of shareholders' inspection right has been fully paid attention by the theoretical and practice circles,and four kinds of illegitimate purposes are also stipulated in the interpretation of company law(iv).However,as for the complicated cases of inspection right,how to identify the objective legitimacy of shareholders' inspection right becomes a difficult question.Based on the law theory,This dissertation mainly uses empirical approach combined with literature research method and comparative method to clear the decision rules through researching a great amount of cases of shareholders' inspection right,thereby combing an identification criteria of the objective legitimacy of shareholders' inspection right.The title of this dissertation is The Judicial Cognizance of Purpose Legitimacy of Shareholders' Inspection Right,which belongs to case analysis dissertation.There are five parts in the main body of this dissertation,which are as follows:Part one is based on a case study of the retrial as well as introduce the court decision and so on around the focus point of disputes which is the objective legitimacy of shareholders' inspection right.Part two,through the research of 84 verdicts collected from the cases and from the perspective of overall situation of cases,the types of defense by defendant using illegitimate purpose and burden of proof,the aim of inspection by plaintiff and the investigation and judgement by court,summarizes the trial circumstances of disputes of shareholders' inspection right in practice as well as finds some characteristics in this kind of case such as high degree of complexity,diversity of defense reasons,classification of purpose and difficulty of proof.Part three mainly analyzes the content of illegitimate purposes of shareholders' inspection right.Firstly,the defense reasons of illegitimate purposes through case analysis from several kinds of mainstream defense reasons;Secondly,the trial foundation of illegitimate purposes mainly analyzing from special status of shareholders,competitive industry relations and causal relationship from the behavior and result of inspection.Thirdly,the analysis of burden of proof of illegitimate purpose in the sample cases.Through the analysis of contents,the dissertation further clears the identification criteria of illegitimate purpose in practice.Part four,compared with the legislation mode in the United States,Japan and German as well as combined with the legislation and interpretation of legitimate purpose in China,the dissertation teases out the advantages of each system and puts forward to summarize specific situations of illegitimate purpose based on the “sum + list” in order to adapt the complicated suit of inspection right.Part five,through the above analysis of practice and theory,the dissertation makes some suggestions on the objective legitimacy of shareholders' inspection right: Firstly,clarify the connotation of legitimate purpose from the dimensions of legality,concreteness,safety and relevance;Secondly,identify the objective legitimacy of purpose from positive criteria and negative criteria,thereby resolving the disputes of inspection right preferably;Thirdly,further improve the distribution of burden of proof for illegitimate purpose.