A Research On The Optimization Of The Protection System Of Shareholders' Right To Know In China

The right to know is the basis of many rights of shareholders and the premise of realizing other rights of shareholders.Based on the study of the judicial practice in China,this paper finds the insufficiencies concerning the legal protection of shareholders' right to know.Combined with the current situation of judicial practice,this paper also explores different ways to improve the protection of shareholders' right to know and it`s organic relations.According to the analysis of our country's relevant laws,the shareholders' protection of the right to know can be divided into three levels.The first level is the company information disclosure system which protects the passive right to know of the shareholders.The second level is the non-litigation relief system which protects the active right to know of the shareholders,mainly the system which allows shareholders to apply to access the company's information.The third level is the litigious protection of the dynamic shareholders' right to know,also known as the judicial relief system.Shareholders solve the contradictions caused by the failure of the realization of the right to know through the litigation of the right to know.Three levels complement with each other.The first two levels are the daily protection of shareholders' right to know.The third level is the bottom protection system after the failure of the first two levels,so it is often the embodiment of the lack of legislation of the first two levels.This paper starts with the bottom protection,also the litigious protection of the right to know of shareholders,and finds the deficiencies of legislation and judicature through the research of judicial judgment,so as to explore more optimized paths in each level.After the promulgation of “The provisions of the Supreme People's Court on Several Issues concerning the application of the company law of the People's Republic of China(IV)”(hereinafter referred to as “Interpretation IV”),the litigation status of shareholders' right to know has been improved in terms of the prepositional procedure,subject qualification and improper purpose of the identification of the provisions,which has a great impact on the improvement of shareholders' right to know system in China.Therefore,this paper collects206 judicial cases within three years after the promulgation of the “Interpretation IV”,making statistics on the subject of the litigation,the specific cause of the case,the consulting object and the judgment result,analyzing the law reflected by the data,and summarizing the legislative and judicial limitations in the three levels of the shareholder's right to know protection system in China.The deficiency of the first level is that the information disclosure system of the company is not clear and specific,and there is no corresponding disciplinary system.The deficiency of the second level is mainly reflected in the absence of the non-litigation relief system of shareholders' right to know.The deficiency of the third level isthat the shareholders' right to know litigation system needs to be further improved in terms of the qualification of the subject,the scope of access and the identification of improper purposes.As for the improvement of the protection system of the passive right to know,this paper uses the method of comparative study to analyze the compulsory disclosure system of corporate information in the United Kingdom and the United States,and puts forward suggestions for the improvement of the system of corporate information disclosure in China.This article considers that improving the system of document preservation,setting up the corresponding supervision system,setting up the appropriate punishment measures,and improving the cooperation degree of the company to the information disclosure system are the measures that can be achieved in our country at present.This paper is divided into two parts to study the protection of the active right to know.First is the introduction of the non-litigation relief system.It determines the inspector system which is worth learning from in China through the comparative study of the non-litigation relief system of shareholders' right to know in the civil law system between British & American legal system and Continental legal system,and describes the feasibility of introducing the system in detail.This paper holds that the key to the introduction of the inspector system,a non-litigation relief system,lies in the supervision mechanism when the main body is selecting and after the selection.The selection mode suitable for China is the dual mode of company selection and judicial selection.The second key is the improvement of the litigation system.This paper proposes the need to expand the scope of reference and the need to solve the problem of difficult implementation through the study and analysis of the case samples.