| Shareholder inspection rights derived from modern company architectural patterns,in order to prevent the company’s management of "moral hazard" and "adverse selection" and other laws banned behavior,make up a significant number of shareholders may be produced due to quit the company daily management information vulnerable,shareholders of access rights have always been paid attention to by company legislation for the countries.In recent years,the Company Law of China has been constantly revised and improved.With the supplement of judicial interpretation,the system of shareholders’ right of inspection has been gradually established.However,many problems have still been exposed in the application process.Whether accounting vouchers can be included in the scope of inspection right has not yet been concluded,and the standards for examining "proper purposes" are still immature.There have been disputes about access right in academic circles and practice.In order to better clarify the problems in the right of access system and find out a more operational application program,this paper adopts the way of empirical research,looks for rules from judicial practice,summarizes trial experience,and puts forward personal views and suggestions.This paper is divided into five parts.The first part elaborates the research significance of shareholders’ inspection right in limited liability companies and sorts out the current research situation at home and abroad.Because there are many research branches in access right,and every issue has been richly discussed by scholars,this paper classifies and summarizes the two issues that the academia focuses on: the scope of access right and the identification of "legitimate purpose".The second part defines the shareholder’s right of inspection theoretically.This paper discusses the concept,constitutive elements and attributes of the shareholder’s right of inspection.The shareholder’s right of inspection belongs to the shareholder’s right to know.In order to avoid conceptual confusion in the follow-up research,it is necessary to clarify it here.In addition,the constitutive elements and attributes of access right are also the theoretical premise of the analysis in the following paper.In the third part,the cases of shareholders’ inspection right in the recent three years from 2018 to 2020 are selected,and the overall quantity is determined after simple screening,from which 300 cases are sampled for further analysis.First of all,the subject of the lawsuit is analyzed,and the subject of the right of inspection is preliminarily analyzed from the identity attribute,shareholding ratio,qualification dispute,prosecution reason and the defense reason of the defendant company.The next part is the statistics of the scope of the plaintiff’s inclination to access in the right of access litigation.Finally,combined with the results of the judges’ decisions,the judges’ support rates of different controversial focus are obtained,and the corresponding reasons are listed.The fourth part reflects on the results of the third part,and analyzes the existing problems in judicial practice from four aspects,including shareholder qualification dispute,scope of access right,standard of "just purpose",pre-procedure and exercise of right,combining with specific cases.The fifth part responds to the difficult problems raised in the fourth part by integrating academic theories,case guidance and foreign legislative experience,and puts forward suggestions to further improve the shareholder inspection right system from the perspective of conducive to judicial practice. |
