Comment On The Case Of Shareholders' Right To Know Between Mr.Huang V.Jinlong Company

The right of checking accounting books of shareholders is an extension of their property rights.Their investment behavior on the company determines that they should have the right to fully access the company information,especially for small and medium-sized shareholders not directly participating in the company's operation.The case of shareholders' right to know between Mr.Huang and Jinlong Company is a typical case of shareholders' right to access the accounting books.The core issue of this case focused on three aspects,that is,whether the shareholders' right to check accounting books covered the accounting vouchers,whether there were improper purposes for shareholders to check the accounting books,or how to define the time span of the shareholders' right to check the accounting books.When discussing whether the shareholders' right to check accounting books covers the accounting vouchers,we should realize that accounting book and accounting voucher are completely two different concepts in theory and law and there is no provision on checking accounting vouchers in Company Law;checking accounting vouchers will inevitably involve the company's operation or business secrets.The authenticity of accounting books has nothing to do with the ability to find out accounting vouchers.Therefore,efforts should be made to improve company accounting system instead of finding out the accounting vouchers.In this case,Mr.Huang should have no right to check accounting vouchers.Regarding to the issue whether there is an improper purpose in checking accounting books,it is necessary to complete the positive definition of improper purpose in legislation and provide the judges with the criteria and standards to judge whether the purpose is proper or not.Meanwhile,it is essential to appropriately strengthen the preliminary explanation responsibilities of shareholders.The judge should not only look at the form but also the content in reviewing.Such explanation responsibility is not the burden of proof,but it should at least be higher than a simple statement.In this case,Mr.Huang had stated his legitimate purposes,but Jinlong Company failed to prove that Mr.Huang had the improper purpose;all of the defense reasons were not established.As for the definition of the time span of shareholders' right to check accounting book,the successor shareholders,based on the principle of equal equity,enjoy the equal access rights to the accounting books,and the time to check the accounting books is notlimited.But the actual contributor has no right to check the accounting books because he does not have the shareholder identity.However,the actual contributor,in accordance with the relativity of the contract,can claim the rights to the significant shareholders in compliance with the equity entrustment agreement,provided that the significant shareholders will not violate the confidentiality agreement with the company or damage the legitimate interests of the company.In this case,Mr.Huang,as the successor shareholder,should enjoy the right to check the accounting books and his time to check the accounting books should not be limited.But Mr.Huang did not enjoy the right to check the accounting books as the actual contributor.