Research On The Subject Of Shareholders' Right To Know

With the promulgation of the “Judicial Interpretation of Company Law(IV)” in 2017,the system of shareholders' right to information has been substantially revised in the provisions of Articles 7 to 12 of Interpretation(IV).Since this article focuses on the "study of shareholders' right to information," the author is most concerned about the provisions of Article 7 of Interpretation(IV).This provision clarifies the scope of the plaintiff's subject matter in China's right to information lawsuit,which specifically includes two categories: one is the shareholder;the other is the former shareholder whose legal rights and interests were damaged during the shareholding period.Compared with the plaintiff's scope in the shareholders' right to information lawsuit as stipulated in Article 13 of the “Explanation(IV)Draft for Comments” issued in 2016,the formal “Judicial Interpretation(IV)” considers more of the plaintiff's scope.The provisions of Article 13 of the “Exposure Draft” only grant the subject who has the status of shareholder the right to review and copy the right to the subject,and it does not leave any room for the subject who is not a shareholder,and from the perspective of the operability of judicial practice,Such regulations increase trial efficiency and save judicial resources.However,from the perspective of protecting shareholders' right to know,regulations are too strict and they are too biased to consider the interests of the company.Later,after the appeals and suggestions of the theoretical and practical circles,the "Judicial Interpretation(4)" released the qualifications of the former shareholders' right to information when their legal rights and interests were damaged during the shareholding period.It can thus be seen that the subject system of China's shareholders' right to information is gradually improving,but whether it is sufficiently advanced is still worthconsidering.In judicial practice,the issue of China's identity as the subject of shareholders' right to information is still controversial.The author's current research on the subject of shareholder's right to information is intended to address the following two questions: First,does the entity with shareholder status need to consider its shareholding percentage,shareholding duration,and its position when exercising shareholder's right to know? Second,are the anonymous shareholders,new shareholders,capital-raising shareholders,and parent company shareholders entitled to exercise their right to know?Now the author divides this article into three chapters.Through the foreshadowing,presentation and analysis of these three chapters,he proposes solutions for the above two issues.The first chapter is "Summary of shareholders' right to know the system".This chapter is the basic theory part.It consists of two parts: the basic content of shareholders' right to know and the development and current situation of China's shareholders' right to know.The basic content of the first subsection relates to the concept origin,attribute characteristics,and content structure of shareholders' right to know.In the second subsection,the author uses the revised time of the “Company Law” as a node to divide the shareholders' right to know system into three time periods to describe more intuitively.The evolution and current situation of the system.The second chapter is the "Shareholders' Right to Exercise the Right to Know." This chapter is divided into three sections.The theoretical foundation of the first section of the shareholders' right to information generally outlines the concept of shareholders,the legal characteristics and the standards for the identification of shareholders;the second section describes the shareholders' right to information.The scope of the subject changes;the third section is the current status of the shareholders' right to information issue.In this section,the author divides the shareholders into two categories: one is a general shareholder with complete constitutional elements,and the other is a special shareholder lacking complete constitutional elements.The purpose is to elicit the two problems to be solved in this paper:(1)Does the entity with shareholder status need to consider its shareholding percentage,shareholding duration,and its position when exercising shareholders' right to know?(2)Whether anonymous shareholders,new shareholders,capital-raising shareholders,and parent company shareholders are entitled to exercise shareholders' right to know? The first issue will be resolved in this section.The second issue will be focused on the third chapter for key research.The third chapter is "Study and Suggestions on Special Types of Shareholders".This chapter is the most important and important chapter of this paper.This chapter starts from the four main bodies of anonymous shareholders,capital-raising shareholders,new shareholders and parent company shareholders.The author takes the typical cases in judicial practice as the entry point,and combines the theoretical doctrine and the extraterritorial legal regulations to clarify the identification of these special shareholders and give suggestions for improvement.