Research On The Problem Of Shareholders' Right To Know In Limited Liability Companies

With the development of the economy and the intensification of global commercial competition,the modern corporate governance model separates the shareholder ownership and the company's management rights.The resulting game between the company and the shareholders is no longer only derived from the basic rights and obligations of investment and income.Since the exercise of shareholder rights often conflicts with the protection of corporate trade secrets,more concerns in judicial practice give balance between the enjoyment of shareholders' inherent rights and the protection of corporate interests.In the system of shareholders' right to know in China,there is a problem that the scope of the object is not clear.With the development and improvement of the "Company Law",most of the documents and materials are covered into the scope of the right to know,but the legislation on the right to copy accounting books and the right to access accounting documents has not been explained.From the perspective of safeguarding the interests of shareholders,copying accounting books helps to implement the right to know.On this basis,the inclusion of accounting vouchers in the scope of shareholders' right to know is the most effective guarantee for rights.In the determination of the subject of exercising the right to know,whether the former shareholder and the capital contribution shareholder can exercise the right to know by the identity of the appropriate subject is the focus of discussion in the theoreticaland practical circles.Although the two do not have all the legal conditions and become the undisputed shareholder body,it is still necessary to give them the right to know,because the particularity of identity does not necessarily lead to the lack of relief rights when the law benefits are violated.It is against the realization of legal fairness and justice.In the shareholder's right to know,the judgment of the qualified conditions and the burden of proof have not been stipulated in the law before the promulgation of the Judicial Interpretation of the Company Law(4).The "Company Law" on the basis of safeguarding the inherent rights of shareholders,in order to maintain the smooth operation of the company,the "legitimate purpose" as a limiting condition.Then,in the case of different opinions in practice,the most effective way to judge the shareholders' exercise of their rights has a legitimate purpose,that is,the purpose must be reasonably related to the interests of shareholders.In the burden of proof,we must also fully consider the weak position of shareholders to make the responsibility center to the company moderately inclined.