Study On The Limitation Of Shareholders' Exercise Of The Right To Know

Shareholders' right to know refers to the right of shareholders to know the company's operation status and other relevant information by means of consulting?inquiring and so on.From the standpoint of shareholders' interests,shareholder longs for more freedom to obtain complete and true information.However,unrestricted rights are not only lack of legal basis,but also impossible to be accepted in modern company law.Shareholders' right to know is no exception,and their freedom of exercise should also be restricted by different aspects.The necessity of restricting the right to know can be found from the mandatory normative theory of company law and the theory of separation of two rights.The purpose of restriction is to better regulate and promote the exercise of shareholders' right to know and balance the conflict of interests between shareholders and companies behind the right to know.After affirming the necessity of restricting shareholders' right to know,the question to be answered is what should be done to restrict shareholders' right to know? Where are the boundaries of these restrictions?Due to the space limitations,this article mainly focuses on the limitation of the exercise of shareholders' right to know in limited liability companies,and deeply considers it in combination with judicial interpretation and the provisions of extraterritorial law.In addition to the introduction and conclusion,the text is divided into the following six parts:First of all,the first chapter clarifies that shareholders' right to know is an inherent,instrumental,self-interest and common-interest right,and seeks the necessary limitation from the theory of compulsory structure of company law and the separate theory in two rights.The second chapter discusses the subjective restrictions on the exercise of shareholders' right to know,especially the cases of "improper purposes" listed in the Fourth Judicial Interpretation of the Company law,and discusses the rationality of its definition with the analysis of actual cases.The third chapter mainly discusses the principal restriction on the exercise of shareholders' right to know,including whether the former shareholders of the company can exercise the right to know,whether the defective equity shareholders can exercise the right to know,and whether it is necessary to restrict the share proportion and the holding time of shareholders in limited liability companies and so on.The fourth chapter discusses the limitation of the scope of right to know,mainly focusing on the limitation of the scope ofinspection right,and thinks about the limitation of the right to know from the articles of association and the agreement between shareholders.The fifth chapter discusses the exercise of the right to know from the perspective of exercising procedure,for instance,the procedural regulation should be set for the inspection right and the right of inquiry.Finally,the concluding part combines with the restrictive idea of the exercise of the right to know presented by the legislation and practical experience of various countries,then draws the answer to where the restriction of the exercise of the right to know should stop.There is no constant conclusion that can be used to all the countries.The limitation of shareholders' right to know,should be viewed and designed from a dynamic and open perspective according to the scale of the company and the openness of shareholders' identity.