Determination Of The Legitimate Purpose Of The Shareholder's Right To Inspect The Books Of Accounts

As a branch of the shareholder's right to know,the right of access to the accounting books is essential for shareholders to know the true operation of the company under the modern corporate governance structure where management and ownership are separated.Accounting books are the most comprehensive,accurate and true information that reflects the company's operating conditions.Shareholders' inspection requirements are the key to ensuring that shareholders have the company's information.However,the accounting books are at the core of the company's production,operation and management.The improper review of the accounting books by shareholders will affect the normal business order of the company at least,and will lead to the disclosure of commercial secrets,which will cause a fatal blow to the company.Therefore,the second paragraph of Article 33 of "Corporate Law" of China regards "legitimate purpose" as a restrictive condition for access to accounting books,in order to balance the interests of shareholders and the interests of the company.However,"legitimate purpose" is a subjective concept,the law does not provide a standard for identification,which leads to the lack of uniform standards in practice.This article discusses the identification of "legitimate purpose" in this context.In addition to the introduction,this article is mainly composed of four parts:The first part mainly analyzes the dilemma of determining the legitimate purpose of shareholders in judicial practice,summarizes and sorts out the types of existing problems,explores the root cause of the dilemma,and clarifies the importance of unified determination principles and standards.Among them,the first section mainly analyzes the different judgment standards of the judicial practice and the different judicial protection orientations behind them;the second section discusses the specific problems existing in the application of the provisions of the identification of improper purpose stipulated in the Company Law Interpretation IV.The second part focuses on the theoretical analysis of the legitimate purpose restriction of the right of access to the accounting books of our shareholders,and systematically discusses the theoretical basis for perfecting the standard for determining the legitimate purpose-the balance of interests.The first section discusses the conflict of interest arising from the exercise of the right to check the account books as a specific shareholder's right to know,and clarifies the actual needs of the balance of interests under conflicts.Based on this,this part discusses the value concept of the principle of balance of interests and the legislative purpose of the balance of interests in the design of the shareholder's account book inspection right system in the second section,and explains that the judicial organs must closely follow the legislation on the issue of the legitimacy of the shareholder's account book inspection.The original intention is to always implement the judging concept of balance of interests,and strive to balance the interests of shareholders and the company.In the third part,based on the theory of balance of interests,in order to better resolve the disputes over the right to access the accounting books of shareholders,it discusses the positive standards for the identification of legitimate purposes.The author believes that the legitimate purpose refers to the purpose proposed by the shareholders based on their own investment interests,which is legal and necessary and related to the contents of the accounting books and does not harm the interests of the company.Based on this,this article first discusses the requirements for the determination of the legitimate purpose from the aspects of the premise of the exercise of the right to access the accounting books of shareholders,the interests of shareholders' capital contributions,the specificity,and the relevance.Then,on the basis of the company law system,the legitimate purpose and causes are systematically sorted out and analyzed.The fourth part is to judge the legitimacy of the purpose from the perspective of the negative standard,that is,the determination of "improper purpose".The main provisions on the determination of the improper purpose are in Article 8 of China "Company Law Interpretation IV".The first section mainly analyzes the types of improper purposes in accordance with the provisions of this law,focuses on the problems in the application of the law in the trial process,restores the original intent of the legislation as much as possible,explains the current law,and makes suggestions for improvement.The second section puts forward some opinions on the improvement of the burden of proof for improper purposes.