The Study On The Passing-Through System Of Inspection Right Of Shareholders

The company law grants shareholders access to information to understand the company's operating conditions and ease the information imbalance between shareholders and management.At the same time,as the market competition becomes increasingly fierce,many companies tend to set up subsidiaries.The company gradually develops vertically from the initial single organization.The opportunities are shared between the mother and the subsidiary,and the funds are exchanged.However,the management also uses the independent legal personality between the parent and subsidiary companies.The behavior that undermines the interests of shareholders.In the parent-subsidiary system,the influence of the operation of the subsidiary on the shareholders of the parent company cannot be ignored.Therefore,this paper believes that it is necessary to introduce the shareholder's access right through the exercise system to make up for the lack of legislation in our country.This paper is divided into six parts: The first part selects a representative case,which reflects that the scope of exercise of the right of access to shareholders is limited to the inside of the company.The shareholders of the parent company defend the rights when the company's management uses the parent-subsidiary system to infringe its interests.The road is extremely difficult,and then it raises the question of whether the shareholders of the parent company can exercise the right of access to the subsidiaries;and the construction of a system needs to have the basis of legitimacy,so the second part enumerates the theory that can support the shareholder's access rights through the exercise system.Analysis,in which the legal personality denial system,the crossing theory and the group law theory can support the access rights to achieve "crossing" between the parent and subsidiary companies,and then effectively supervise the legal operation of the parent and subsidiary companies;the third part studies the United States through comparative research methods.The Delaware and Japanese company law designs and draws on the advanced system of shareholder access rights.In general,the two countries do not make a big distinction between theexercise of access rights and general access rights;Partially using empirical research methods in China's practice The case of the shareholder's access rights is analyzed through the exercise of the case.The empirical data shows that the needs of the parent company's shareholders to access the subsidiaries' information are widespread.However,due to the law,most courts do not support the claim,based on the protection of the shareholders of the parent company.Benefits,the system has the necessity of construction in China,and the continuous improvement of China's access rights legislation makes the system feasible for construction;therefore,the sixth part of this paper designs the whole system and combines the legislation of the United States and Japan.The experience and the empirical data of our country mainly propose specific system design suggestions through the five parts of the main body requirements,the scope of inspection,the procedural requirements,the definition of legitimate purposes,and the legal responsibility.The whole system is more inclined to draw on the legislative model of Delaware,but still needs Based on the system of general access rights in China,the corresponding restrictions are imposed to ensure the balance of interests among the various subjects.