On The Judicial Relief Of Shareholders' Right To Know In Limited Companies

Shareholders' right to know is the basic right of shareholders as investors,which is of great significance to shareholders.With the continuous improvement of China's legal system,China has gradually increased the protection of shareholders'right to know.However,at present,the shareholders' right to know cases are still treated as litigation cases.The Company Law and Provisions of the Supreme People's Court on Several Issues Relating to Application of the Company Law of the People's Republic of China(?)implemented last year also specify such cases from the perspective of litigation procedure.This thesis holds that shareholders' right to know cases have the characteristics of non-litigation cases and should be solved by non-litigation procedures.The whole thesis is divided into three parts:preface,text and the conclusion.The text is divided into five chapters:The first chapter introduces the general theory of non-litigation procedure,including two parts:the first part summarizes the non-litigation procedure,that is,the non-litigation procedure is different from the litigation procedure and the alternative dispute resolution.There are no substantive legal disputes between the parties in the non-litigation procedure,and the litigation of both parties focuses on the confirmation of rights;the second part discusses the principles and characteristics of non-litigation procedure.The procedure of non-litigation mainly includes four principles and five main characteristics.The second chapter introduces the legislative status and judicial dilemma of protecting shareholders' right to know in China.After introducing the relevant provisions of the Supreme People's Court on Several Issues Relating to Application of the Company Law of the People's Republic of China(?),the thesis analyses that China was blocked by capitalist countries in the early stage of China's construction,which means China can only imitate the practices of the former Soviet Union and draw lessons from the experience of the former Soviet Union.Our country's legal system also mainly refers to the relevant legislative experience of the former Soviet Union,bringing shareholders'right to know cases into the litigation procedure.On this basis,the author summarizes the major problems faced by China's judicial practice:long trial time,unification of the trial procedures of the judgment and so forth by analyzing the shareholders'right to know cases in Qingdao people's court.The third chapter examines the extraterritorial legislation and introduces the legislation of several representative countries and regions of civil law system,including Germany,Japan,Macao and Taiwan.Most of these countries and regions have formulated special"Non-litigation Event Law"and combined with the provisions of"Company Law",classifying shareholders'right to know cases as non-litigation cases,applying non-litigation procedures,effectively reducing the trial time,and effectively protecting shareholders'right to know.The fourth chapter mainly analyses the feasibility of applying non-litigation procedure in shareholder's right to know cases from two aspects:the defects of corporate autonomy and the compatibility of non-litigation procedure in shareholder's right to know cases.On this basis,the author puts forward the idea of constructing non-litigation procedure and suggestions on the construction of the system from six aspects,so as to make the idea of constructing non-litigation procedure practical and operable.The fifth chapter introduces the inspector as the assistant executor in the shareholder's right to know case,which greatly protects the shareholder's right to know with the cooperation of the non-litigation procedure and the inspector system.Inspectors,as non-stakeholders,have a neutral position.In the process of exercising power,the inspector will inevitably come into contact with the important information of the company,which may lead to the leakage of the company's business secrets.Therefore,the author has made detailed institutional arrangements on the applicability of the inspector,the selection and dismissal,the results of the investigation,the cost-bearing and the responsibilities of the relevant personnel.