Research On The Identification Of The Legitimate Purpose Of Shareholders’ Right To Inspect Accounting Books

Shareholders’ access to effective information is the prerequisite for participating in modern corporate governance.Under the modern corporate governance model,the separation of the rights of owners and managers has intensified the contradiction between shareholders’ knowledge and company disclosure.Article 33 of Chinese Company Law establishes shareholders’ right of inspection,while introducing legitimate purpose as a restrictive condition.Relying on theoretical research,the legitimate purpose is divided into two parts,which are about the positive legitimate purpose from the perspective of shareholders’ exercise and the negative legitimate purpose(illegitimate purpose)from the perspective of company defense.At present,there is a gap in the legal provisions on the identification of positive legitimate purpose.For the negative legitimate purpose,the latest Article 8 of Judicial Interpretation of Company Law(IV)has its own shortcomings,which on the contrary aggravate the difficulty of producing evidence and judgment.It creates new disputes,resulting in imbalance in the protection of shareholders and company interests.In this paper,normative analysis,comparative analysis and empirical analysis are used to study the problems in an all-round way,in order to optimize the system of identifying the legitimate purpose of shareholders’ right to access accounting books in the Company Law,better help judicial practice,balance the interests between shareholders and companies,promote the standardization of corporate governance system and orderly develop the market economy.Apart from the foreword and conclusion,the text is divided into the following five parts:The first part combs the theoretical foundations of the legitimate purpose of shareholders’ right to access accounting books.Firstly,this part provides theoretical foundations for the division of legitimate purposes and clarifies that legitimate purposes include positive and negative sides,which are juxtaposed.Secondly,from the perspective of shareholders and companies,those theoretical foundations of their respective representatives are discussed,which set up a framework for the full text to analyze and solve problems from both positive and negative aspects of legitimate purposes so that lay a theoretical foundation for the study of problems.The second part investigates the latest legislation and judicature on the identification of the legitimate purpose for shareholders’ right to access accounting books.In legislation,it is found that there are some problems in the current legal norms of this issue,such as unbalanced protection of interests between companies and shareholders,lack of positive legitimate purpose identification clauses,and insufficient judicial interpretation of negative legitimate purpose.The causes of the dilemma of legitimate purpose identification are clarified.In judicial practice,200 latest valid judgment documents with ―legitimate purpose‖ as the focus of controversy are selected for statistics.It is found that there are some problems,such as judges’ different judgment positions,simple and superficial reasons for shareholders’ claims,relatively strict reasons for companies’ defense purposes,difference in the identification of substantive competition relations,difference in the identification of judges with both positive and negative purposes,and deviation in judges’ judgment results.The third part discusses the identification of the legitimate purpose of shareholders’ right to access accounting books under the judgment difference.In this part,firstly,combined with judicial practice,analyze three points that positive legitimate purposes should follow the review rules: shareholders’ goodwill,clear and specific reasons,and related purposes.Secondly,through the typology of judicial practice,summarize three specific standards for the identification of positive legitimate purpose,including shareholders unclearing of the company’s operation and management under certain restrictions,shareholders wanting to grasp their own profitability,the actual controller and manager of the company having behavior errors.Then,make a further comparative analysis with the legitimate purpose identification standard of the United States.Next,by analyzing the standard of negative legitimate purpose,it is found that Article 8 of Judicial Interpretation of Company Law(IV)covers a wide range of situations.It is more important to solve the problems of the law itself.Finally,the judgment of shareholders’ multi-purpose situations and the burden of proof distribution are compared with American laws.The fourth part puts forward five suggestions to improve the judgment rules for the identification of the legitimate purpose of shareholders’ right to inspect accounting books.First,clarify the connotation of legitimate purpose and the elements of positive legitimate purpose examination.Second,establish the standard of positive legitimate purpose.Third,improve the standard of negative legitimate purpose,including defining the content of horizontal competition,thinking in detail about the standards that may harm the interests of the company,perfecting the standards that once harmed the interests of the company and identifying other situations.Fourth,optimize the rules for identifying positive and negative situations of shareholders with legitimate purposes.Fifth,improve the burden of proof distribution.The fifth part is the remaining discussion of this paper.In order to improve the rules for the identification of legitimate purpose and promote the realization of shareholders’ right of inspection when the interests of shareholders and companies are difficult to truly balance,the author puts forward three supplementary ways,including introducing the inspector system,giving full play to the preventive role of the company’s articles of association and building the company information disclosure platform system.