Research On The "Legitimate Purpose" In The Exercise Of Shareholders' Right To Know

Because the company has the right to operate independently,not all shareholders directly participate in the company's management activities,but a small number of company managers handle the company's daily affairs.Therefore,shareholders can understand the company's operating status and financial status only by exercising the shareholders' right to know.Only when the shareholders of the company really know about the actual situation of the company can they effectively exercise the rights of other shareholders.Shareholders' right to know is an independent lawsuit.In corporate governance,shareholders' right to know is equivalent to the "base" of other rights.Although the the protection of shareholders 'right to know is very important,it's the possibility of shareholders' abuse of the right to know that cannot be ignored.The "Legitimate purpose" is the balance between the company's independent and autonomous operation and the exercise of shareholders' right to know,so that it is necessary to clarify its meaning.In fact,what kind of "Legitimate purpose" does the shareholder propose when exercising the right to know? What kind of "Legitimate purpose" does the company consider when shareholders exercise their right to know?What is the court's attitude towards the opinions of both parties?In this paper,we searched the major judicial case databases and selected 104 ruling documents for shareholders' right-to-know lawsuits as a data sample for research.Through research,it is found that although the "Illegitimate purpose " of the "Company Law" Judicial interpretation IV of company law.,the application of these provisions is not ideal.On the one hand,shareholders' obligation of written explanations is not strict,so shareholders can use vague purposes to deceive companies;On the other hand,it is difficult to define " Legitimate purpose".And it is difficult for the company to prove the purpose of exercising shareholders' right to know.Firstly,the shareholder`s right to information system from scratch,to restrictions,reflects the balance of interests in the exercise of shareholders 'right to information,the conflict between the shareholder's right system and the limitation of shareholders' right to information and their resolution--"Legitimate purpose".Secondly,these examples of "Legitimate purposes" are easier to apply in judicial practice.The concept of "Legitimate purpose" can be understood by discussing the determination of "Legitimate purpose" in foreign legislation and the determination of "Legitimate purpose" and "Illegitimate purpose " in Chinese court judgment documents.In China's judicial practice,the situation in which shareholders request the exercise of the right to know for further purposes is the overwhelming majority.The "Legitimate purpose" that proposed by them includes the conduct that the company has not paid dividends in accordance with regulations,the disclosure of company information,the conduct of company managers that endanger company interests,etc.The "Illegitimate purpose " that proposed by the company,includes the conduct of competition between shareholders and the company,the unresolved disputes between the shareholders and the company,and the possibility of shareholders abusing the right to know.Then,how to determine the "Legitimate purpose" based on China's actual situation?For shareholders,the shareholder's obligation to explain in writing when exercising the right to information should be strengthened,and for companies,attention should be paid to the application of the “Illegitimate purpose”of the relevant provisions have been made in Judicial interpretation IV of company law.Regarding the "legitimate purpose" rule,this article puts forward the prospect and expectation of its application.In short,"Legitimate purpose" is like a balancer that balances the rights of shareholders with the rights of the company.Clarifying the concept of "Legitimate purpose" helps judicial judges determine whether shareholders' exercise of the right to know is for "Legitimate purpose" in the case of incomplete laws and regulations.