Reflection On The “shareholders' Right Of Access”clause In The Company Law Of China And Its Solution

"Explain(4)company law" article 9 of the regulation: "the company's articles of association,the agreement between the shareholders substantial deprived shareholders according to the provisions of article 33 and article 97 of the company law to consult or copy rights of company documents material,the company to refuse to shareholders to consult or copy,no support." The explanation once a triggered many disputes,because this is related to the shareholder's right to know.Shareholders' right to know as an independent right to exist,which in most countries have got the approval,but to constitute the important content of the right of shareholders to consult the legislation is inconsistent,the shareholders of the company law of our country to consult the right rules for a separate shareholder rights rather than the right of minority shareholders,the shareholders can be based on the perspective of self-interest and the common interests of consideration and access rights.Shareholders right to refer to as a about personal interests and the interests of the company as a whole,is very important.But,about the scope of shareholders' right to consult the right and the right to exercise in the specified in the relevant laws and regulations is not very clear.Such as the right to exercise the object of right of shareholders to consult the accounting books of the including the original vouchers and accounting vouchers? Is required for a shareholder requests to consult the accounting books of the performance of the prepositional procedure which justify refer to purpose,but what is a "legitimate purpose" ? The legislation has not explained.Legislation on these issues the provisions of the unknown led to the judicial practice of shareholder's right to know litigation referee the awkward with mixed results,which in turn lead to conflicts and clashes in the interests of the shareholders and the company,against legislative intent.Article adjust before starting from the right to object to solve the access rights of shareholders instead from the perspective of right exercise,to draw lessons from foreign experience,using empirical research method,will refer to reason,consult the purpose,scope of check,check program,consult the problems combining comprehensive determine refer to objects.The full text is divided into four parts,the first on the right of shareholders' right to know and consult relevant theories and provisions;Secondly the special governance structure from the company,the interpretation of what is "material deprivation" and define the right of shareholders to consult the range of theoretical problem;Then through case analysis,the paper expounds the current corporation law and its explanation not clear provisions on the right of shareholders to consult;Finally aiming at the existing problem of shareholders access rights,through a system of ideas and explore the legislative purpose,trying to improve the shareholder's right to know to find a way to solve.Through the above four parts,the article concludes that the shareholders' right to know should not be "material deprivation",can only be limited;Limits on the limit should be combined with the specific situation of the company and shareholders,vary from person to person,can't make a unified classification;Shareholders can consult the accounting books of the scope should include the conclusion of original vouchers and accounting vouchers.Based on this conclusion to understanding the meaning of "material deprivation",and shareholders' right to consult the scope to clarify the limitations and its limit,by maintaining the shareholder rights of access to achieve balance the company's interests and the interests of the shareholders' purpose is achieved.