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

The separation of ownership and management of the corporate governance model leads to information asymmetry.Shareholders,as investors,own the company,while the management right is in the hand of more professional managers who are not the real owners of the company.Therefore,it inevitably comes to such a situation where shareholders do not understand the management status well.Under the circumstance,It is clearly difficult for shareholders to correctly exercise their right to vote on the company's business policies and some major issues.Therefore,in order to let shareholders better understand the company's management situation,promote development of the company and safeguard the interests of shareholders,ChineseCompanyLaw stipulate the right of inspection of shareholders.However,the right of inspection is only applicable to a single structure of the corporate model,that is to say,only the shareholders have the right to inspect the company's accounting records and other documents,which they invest.In the three-dimensional structure of the parent company and subsidiary company,the parent's shareholders do not have right to inspect the subsidiary's accounting records and other documents.To solve the problem mentioned above and protect the legal interests of both parent company and its shareholders,the passing-through right of inspection of shareholders systemshould be introduced to our company law system.Passing-through exercise of inspection right of shareholders is essentially kind of expansion of the inspection scope.As there is no relevant regulation in our country,the expansion of inspection right may break the original power structure and disorder the benefit balance of the company.Therefore,The conditions for this system's exercise must be strictly restrictedOn the basis of clarifying the definition of passing-through exercise of inspection right of shareholders and through theoretical analysis,this paper is to demonstrate the legitimacy of the passing-through exercise of inspection right of shareholders.By examining the current legislation and the judicial situation of the passing-through exercise of inspection right of shareholders,this paper is to explain the legal plight of the passing-through exercise of inspection right of shareholders.With the perspective of comparative law,this paper analyzes the advanced legislative experience and relevant practice of American Delaware State so as to analyze the current provisions of inspection right of shareholders in our country,and to discusses and puts forward some suggestions on the design of the passing-through exercise of inspection right of shareholders.In addition to the introduction and conclusion,this article is divided into five chapters.The first chapter,summary of shareholder's right of inspection and passing-through right system.This chapter begins with the definition of the concept of the right of inspection,and analyzes the relevant provisions of the right of inspection under our current law.Then this chapter introduces the word "passing-through",and briefly introduces the same as the passing-through system of a number of shareholders rights;after that,this chapter introduces the system of right of inspection of shareholders,which is the expansion of shareholder's right.The second chapter,the legitimacy of shareholder's right of inspection.This chapter analyzes the theoretical basis and the value of the right of inspection,so as to reveal the legitimacy of the cross of shareholder's inspection rights.The third Chapter: the legal plight of the passing-through exercise of shareholder's right of inspection.This chapter bases on our country's legislation and judicial practice.On one hand,introducing the existing legislative provisions on the right of inspection,on the other hand,introducing the legislation of the group law,to illustrate the legislative lack of the shareholders' inspection right.In the judicial practice,by introducing the typical cases,this chapter intends to explain the judicial present situation of the court with different opinions in the case of the passing-through exercise of shareholder's right of inspection,and then reveal the necessity of the existence of this system.The fourth chapter: legislative example of shareholder's right of access.Through the perspective of comparative law,taking the United States as an example,this chapter analyzes the three paths taken by the United States judicial referee in theabsence of passing-through system of the inspection right.Then it introduces and analyzes the legislative provisions of the Delaware State system,and lays the groundwork for the construction of passing-through system of shareholders' inspection right in our country.The fifth chapter: suggestions on construction of passing-through system of inspection right in our country.Through analyzing of the first three chapters and absorbing the advanced experience of Delaware State and Combining with the actual situation in our country,this final chapter tries to make suggestions to our country's passing-through system of shareholders' inspection right in our country.