The Legitimate Purpose Of The Shareholders' Right Of Access To The Books Of A Limited Liability Company

In the production and operation of the company,as the shareholders invest in the company for different purposes,the power of the major shareholders and the medium and small shareholders is greatly different,and the major shareholders have the powerful right to lead the shareholders' meeting and the board of directors.In the case of information asymmetry,it is natural for us to take advantage of private information to adopt opportunistic behaviors,so as to maximize our own interests and negatively treat or damage minority shareholders and ignore the interests of minority shareholders.In addition,in the development history of modern companies,the separation of ownership and management rights has led to the transfer of the company from the center of the board of directors to the center of the board of directors.The other is to sacrifice the interests of the company and minority shareholders for their own interests.Although the company law gives shareholders a lot of rights and interests,the premise is that shareholders fully grasp accurate information.Therefore,how to exercise the right to know is particularly important.Since the amendment of the company law in 2005,the number of lawsuits concerning shareholders' right to know has been on the rise.In the hearing of shareholders' right to know,most of the dispute focuses on shareholders' right of access.The purpose of this paper is to solve the following problems: the author hopes to start with the shareholders' right of access to the books of limited liabilitycompanies,and make an inquiry into the rules for the recognition and determination of legitimate purposes in the right of access,so as to provide help for the protection of minority shareholders' right of access.The first chapter introduces the shareholders' right to know the level of law is based on the creditor's rights and right of claim,and by analyzing the different viewpoints of scholars to the rights of the shareholders' right to know,to get right of shareholders to consult derived from shareholders' right to know this concept,determined the co.,LTD.,the right of shareholders to consult the reference range,the results in this paper to shareholders' right to consult.At the same time,it is clear that the limited company described in this article does not include the corporate legal person established in the form of limited liability company by one person limited,state-owned sole proprietorship and foreign investment,nor the American "limited liability company".The second chapter starts with two cases of objective fact being roughly the same,because the judge's different recognition of the legitimate purpose leads to different judgment results,leading to the reflection on the dilemma of the shareholders' right of access to the books.From the perspective of academic theory,the shareholder's right of inquiry has both the attribute of the right of common interest and the attribute of the right of self-interest,which is the difficulty in the determination of legitimate purpose.In the second place,from "positive" and"negative" reasonable theoretical basis of right of books refer to these two aspects were discussed and boundaries,and on the basis of the interpretation(four)"company law of our country the legitimate purpose of make the following definition: the legal connotation of legitimate purpose is with the person making the request for shareholder status and their interests are inseparable,is legal and reasonable,the purpose of the request shall not damage the legitimate interests of company and with the purpose of the access to content has a direct causal relationship.Thirdly,it discusses the necessity of legitimate purpose from the system itself and legislative value.The right of checking the shareholders' account books plays the role of the balancer in the game of interests of all parties,while thelegitimate purpose is the bottom line of the balancer and plays a vital controlling role.The essential key to study the conflict of rights in the system of shareholders' rights to access books is to balance the acquisition of shareholder information and the protection of company's business secrets by exercising "legitimate purposes" and to adjust the relationship between shareholders' right of access and the company's right of management.The third chapter,first of all,from the Angle of view of the shareholders,the shareholders and the company than in a obvious weak position,so when the shareholders to the company submitted a written review request,even if the request that broad,but if the shareholder to consult the purpose is reasonable and lawful,is related to its own interests,to consult the accounting books must be put through to maintain their own rights and interests,should think shareholders has completed the attachment in the form of law,presumption of shareholders to do so,the purpose is when the company in this contest,the shareholders shall have the right to proof to prove legitimate purpose.Second from the Angle of view of the company,the company if that refer to behavior that might damage the legitimate interests of the shareholders,should be to suggest that there are enough evidence based on facts,to prove that damage there is causality between possibility and shareholder to consult the behaviors can not be opened as shareholders competitive industry company or office,just simple think shareholder to consult the purpose has no justification.The fourth chapter,from the positive and negative perspectives,argues that in the judicial trial,the legitimacy of the shareholders' purpose of reference should be considered comprehensively by combining the positive and negative standards and the explanations and evidence materials submitted by the shareholders and the company,as well as whether the reasons for the company's defense are supported by facts.The company law explanation(4)the fourth paragraph of article 8 of the out of rules,because of the different understanding of the law judge and regional judicial level is uneven,can lead to the instability of the judicial trial results,so in judicial trial should be fully exercise their rights,restrictions,abuse,limited the exercise of the three principles for sure.When the company's evident effectivenessand the shareholders' request aim game,should decide whether or not the shareholders should or should be allowed to exercise the shareholders' accounting book rights with conditions and limits.