Research On The Subject Of Shareholders’ Right To Know

As one of the important rights of shareholders,the right to know is the basis and prerequisite for shareholders to realize other shareholders’ rights.However,due to the imperfection of relevant laws and regulations,cases concerning shareholders’ right to information in judicial practice have been controversial due to the lack of adjudication standards.The controversy mainly includes the following three aspects: the first one is the qualification of a stockholder’s subject,the second one is the scope of stockholders’ inspection,and the last one is the stockholders’ purpose limitation issues.In order to settle the dispute over qualification of subjects who can exercise shareholders’ right of truth-learning in practice,based on 69 related cases mainly collected in China Judgments Online,the author figures out the issues of the controversies on shareholders’ right to be informed after a typed analysis on the cases through varieties of research methods.Analyzing the advantages and disadvantages of each point of view,the author then put forward some understandings and suggestions.Combining the theory of shareholders with the right to know and the collected cases,the author finds that the disputes over the subject of the shareholders are mostly concentrated in the special shareholders who lack the constituent elements,including the following aspects: firstly,inconsistent rules of the qualification of shareholders with the right to know;secondly,judgment disputes over defective shareholders;thirdly,problems of new shareholders in exercise of right to know;fourthly,judgment of anonymous shareholders’ capacity to learn the truth.Considering the conflicting cases in the trial and different theoretical disputes in the academia,the author analyzes the disputes mentioned above,and puts forward both legislative and judicial suggestions to promote and develop the current system,including: first of all,clarify the examination principles of subject who has right to learn the truth;then,entitle defective shareholders the right to learn the truth which can be reasonably limited;thirdly,enact special protection for the new shareholder’s capacity to be informed in law;last but not least,entitle silent shareholder in good faith the right to learn the truth and extend the enforcement means of right.