Research On The Identification Of "Improper Purpose" In The Shareholders' Inspection Right

In September 2017,the Supreme People's Court issued a judicial interpretation of the company law(4).Article 8 listed three types of situations in which shareholders' requirements for inspecting the company's accounting books had "improper purpose",and also set up other situations with improper purpose as back up.The promulgation of this provision makes up for the inadequacy of the application of Article 33 of the Company Law in judicial practice,but at the same time brings new concepts and controversy to the determination of "improper purpose".This article focuses on the identification of "improper purpose" in the shareholder's right of inspection in Article 33 of the "Company Law",and summarizes and analyzes the relevant judicial judgments related to improper-purpose-determination after the come up of the Judicial Interpretation(4).In conjunction with extraterritorial legislation and legal practice,discussing issues related to the identification of improper purpose.This article is mainly divided into four chapters.The first chapter gives a brief overview of the two main concepts of this article,Improper Purpose and Shareholders' Inspection Rights,including the concept of shareholder inspection rights,the status of domestic legislation,and restrictions on shareholder inspection rights as "improper purpose."The second chapter is an overview of the judicial practice of "improper purpose" in the shareholder's right of inspection.The author uses the keywords "shareholders' rights" and "improper purpose" to search the national courts at all levels of the country from 2018 to January 2020.132 civil judgments were selected as research objects from the shareholders' right-to-know dispute cases,and performed statistical analysis on the party of the lawsuit,the purpose of inspection,the "improper purpose" defense,and the court's support.The third chapter discusses the "improper purpose" as a condition to restrict the exercise of shareholders' right of inspection,the status quo of legislation in China and the specific identification of related concepts in judicial practice.Including the identification of some concepts such as "substantial competition relationship business","possible damage",and "legal interests of the company",and summing up the problems existing in China's current judicial practice.The fourth chapter solves the shortcomings in the judicial practice and specific operation of China's "improper purpose" identification proposed in the first half of this article.At the same time,identify the burden of proof that shareholders should bear in the right-to-know litigation,and the point of conversion of corresponding responsibilities between the parties.Also with reference to extraterritorial legislation,and the application of the "proportion principle" and "balance of interests" principles in time,to perfect suggestions for the construction of relevant legislation and judicial rules for the determination of " improper purpose" in China.