| Article 33 of Chinese Corporate Law includes accounting books into the scope of shareholders’ inspection right,but did not responded to whether shareholders have the right to inspect accounting vouchers,which has caused controversy in theory and practice.There are mainly three views in the theoretical circle: the broad theory,the narrow theory and the compromise theory.Correspondingly,there are also differences in judicial practice,which lead to different judgments in some similar cases.According to the semantic interpretation and systematic interpretation of relevant provisions in the Corporate Law and Accounting Law,the accounting books and accounting vouchers are independent of each other,there is no affiliation between them.Besides,according to historical interpretation,the legislators have also tried to clarify whether shareholders have the right to inspect accounting vouchers.However,after careful consideration,the legislators finally took a cautious attitude towards it and did not include accounting vouchers into the scope of shareholders’ inspection right.Therefore,it is not a legal loophole.If the judge arbitrarily expands the scope of shareholders’ inspection right in judicial judgment,it may lead to the confusion of real economic activities and shareholders’ inspection behavior.In addition,from the perspective of practical feasibility,allowing shareholders to inspect accounting vouchers will have an impact on company’s trade secrets and overall interests.Against the background of Chinese imperfect trade secret protection system,through the cost-benefit analysis,it can be seen that the cost of allowing shareholders’ access to accounting vouchers will outweigh the benefits.Therefore,it is not appropriate to include accounting vouchers in the scope of shareholders’ inspection right.Finally,in reality,there are situations in which shareholders’ right to know cannot be effectively realized due to accounting fraud,but there are complex causes behind.It is far from possible to solve this problem by granting shareholders the right to inspect accounting vouchers.This is not a fundamental solution.In order to ensure that shareholders can obtain authentic financial information,the problems can be solved from the root only by improving the corporate governance mechanism,giving play to the role of external supervision mechanism,perfecting the institutional framework and the liability system for controlling the distortion of accounting books. |
