| The operation and management of modern companies often takes the pattern of ownership and operation separate,then there will be a corporate shareholders not directly in the business management,and dong high staff by the enterprise to direct the operation and management of enterprises,because of the company's manager is responsible for operation and management of the company,shareholders are not directly involved in,the shareholders of the company's some information that is not,and the existence of the disease,also can make shareholders in information sharing in a bad place,and then affect the exercise of the right of shareholders to consult the rights.At this time,in order to avoid the violation of shareholders' rights and interests by dong gao personnel,the company law has designed some institutional arrangements for the protection of shareholders' rights and interests.For example,the company law gives some rights to shareholders.The shareholder's right of access is the precondition of these rights.Shareholder inspection right is refers to the shareholders of a company shall have the right,to the company's accounting books,accounting records and other financial documents and general meeting of shareholders,board of directors,board of supervisors meeting record,register of shareholders,and other important company documents to refer to the rights of the shareholder inspection right is a right of the shareholders' right to know of the containing component,is shareholders understand the importance of company management is a basic right,in addition,the protection of right of shareholders to consult can also indirectly protect the rights and interests of companies,shareholdersand between enterprises,benefit sharing and mutual win is the optimal path of modern society,seek balance under the conflict of interest,The exercise of rights is not without boundaries.Lead to right of shareholders to consult the lawsuit sudden surge in recent years,more controversial problems in judicial practice,principle of the Supreme People's Court at the end of 2016 passed the "Supreme People's Court on some issues of applicable < > company law of the People's Republic of China(4)rules"(draft)(hereinafter referred to as the "company law explanation four draft"),which make detailed regulations on exercise of the right of shareholders to consult,this text set about from the judicial practice,through to the selection of cases in the judicial practice,selected the 2019 cases of 86 samples in Shanghai through statistics,combined with relevant theoretical analysis,From the practice,we find the problems in the litigation of shareholders' right of access and put forward some Suggestions for improvement.The content of this paper is divided into four parts.The first chapter: the right of shareholders refer to the judicial practice problems,through the consult right concept and legislation present situation,the legal analysis and by combining search Chinese judicial documents network case of empirical research,selected the 2019 Shanghai 89 grass-roots court consult about the shareholder litigation case,the court cases and other data analysis of a general description of totality.Chapter two: the subject qualification of the right to consult litigation.As an important part of shareholder rights,the right to consult shareholders is an important embodiment of shareholders' participation in operation and management.The enjoyment of shareholder rights is based on the acquisition of shareholder qualifications.The subject qualification of shareholders is one of the focal points in the litigation of shareholders' right of access.The third chapter;The scope of shareholder access right litigation.The scope of shareholders' right to consult has always been the focus of debate.Article 33 of the company law defines the types of documents that shareholders can consult by way of listing,but in practice,the documents requested to consult by shareholders oftenexceed the scope stipulated by law.The problem of the boundary size of shareholders' right of access has a direct impact on the realization of shareholders' rights.How to grasp the scope of the right of access,balance the interests of all parties,so that shareholders can reasonably exercise the right of access is only one of the focuses of empirical research.The fourth chapter: Refer to discuss shareholder litigation constraints improper purpose and improving Suggestions,as the definition of "improper purpose problems,combining with the judicial practice and judicial interpretation,the definition of" improper purpose "typed" in our country "company law" provisions of the regulation of shareholders can refer to the object file is divided into two kinds,one kind is the shareholders can unrestricted access to the file,such as the company's articles of association,register of shareholders of a company,etc.,and another is the shareholder to warrant can refer to the file,such as the "company law" in paragraph 2 of article 33 of the accounting vouchers,accounting books,the original in such a situation,The company may refuse to consult the shareholders on the grounds that they have "improper purposes".After the judicial interpretation is promulgated,article 8 of the article makes an example for "improper purposes".Through the case study in the legal provisions and practice,the defendant's reasons for improper purposes mainly focus on the industry competition,trade secrets,and others refuse to exercise the right of access to shareholders on the grounds of "improper purposes".Through "improper purpose" and other defense as a limitation... |
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