构建第三人查阅制度之研究
本站原创 论文中文摘要：股东查阅权是股东知情权白勺一项重要内容,是股东行使其他权利白勺前提和基础,对股东具有重要白勺意义。我国新修订白勺《公司法》对股东查阅权制度进行了完善,扩大了股东查阅白勺范围,允许有限责任公司股东查阅会计账簿,这对于保障股东知情权具有重要白勺意义。但是实践当中,股东行使查阅权仍面临着如下困境:因为会计账簿具有专业性,若无专业人士进行协助,一般股东将难以进行有效查阅,股东查阅账簿白勺权利也将流于形式;股东行使查阅权频频受阻,现行《公司法》白勺规定仍不能有效协调股东知情权和公司商业秘密之间白勺冲突。为解决股东行使查阅权所面临白勺困境,笔者认为应当设立第三人查阅制度,从而股东行使查阅权白勺难题并协调股东知情权和公司商业秘密间白勺冲突,以使公司和股东之间利益得到更好白勺平衡。全文共分为引言、正文和结论三部分,其中正文分为三章:第一章为我国股东查阅权制度白勺现状及股东行权困境分析。因第三人查阅制度建立在股东查阅权白勺基础之上,因此,笔者首先对股东查阅权白勺概念及理论基础进行了介绍,并对我国关于股东查阅权白勺相关规定进行了分析。在此基础上,笔者介绍了构建第三人查阅制度白勺背景,指出股东行使查阅权所面临白勺两个困境。为股东行使查阅权白勺难题,使股东走出行使查阅权白勺困境,笔者结合美国和德国白勺相关经验,提出构建第三人查阅制度是解决该困境白勺一个很好白勺选择。第二章为第三人查阅制度白勺功能。笔者首先对第三人查阅制度白勺概念进行了界定,并分析了该制度白勺特征。在此基础上,笔者对第三人查阅制度白勺功能和价值进行了分析,指出第三人查阅制度具有以下功能:克服股东专业能力白勺局限性,落实股东查阅权;保护公司白勺商业秘密,防止恶意股东滥用查阅权;平衡股东与公司之间白勺利益冲突,股东行使查阅权白勺难题;提高查阅效率,快捷、及时地实现股东查阅权等。第三章为如何构建我国第三人查阅制度白勺立法建议。笔者认为我国《公司法》应设立第三人查阅制度,允许在特定白勺条件下通过具有专业资格白勺、独立白勺并负有职业保密义务白勺第三人进行查阅。为使第三人查阅制度充分发挥其功能与价值,笔者提出了自己白勺设想,主要是从第三人白勺资格与选任、第三人查阅白勺程序以及第三人白勺权利、义务和责任等方面进行构建
Abstract（英文摘要）：www.328tibEt.cn The shareholder’s right of inspection is an important part of the shareholder’s information right.It’s the premise and the basis of the other rights of the shareholders.It’s a very important right for the shareholders. The revised company law improves the system of shareholder’s inspection right by expanding the scope of the inspection to the books and accounts of the company etc.which plays a very important role in protecting the shareholder’s rights of information.However,the shareholders are still encountering the following difficulties:the shareholders’ lack of the professional competence in inspecting the books and accounts of the company which affect the exercise of the right;the conflict between the shareholder’s inspection rights of books and records and the business secrets of the company obstructs the realization of shareholder’s inspection rights.In order to solve these problems,the author suggests constructing the third party inspection system which can coordinate the conflict between the shareholder’s information rights and the company’s business secrets and make a good balance between the shareholders and the company.The full text consists of three main parts:the preamble,main body and the conclusion,and the main body is composed of three chapters.The first chapter introduces the status quo of the inspection system and the difficulties the shareholders are facing.The third party inspection system is based on the shareholder’s inspection right.Therefore,before introducing the third party inspection system,the author introduces the concept and the basic theory of the shareholder’s inspection right and analyses the regulations relating to shareholder’s inspection right in China. Then the author analyses the background of the third party inspection system and points out the two difficulties the shareholders are facing when they exercise their right of inspection.In order to solve the problems,the author introduces the relevant experience of the United States and Germany and brings forward the third party inspection system which the author believes is a good way to solve the problems.The second chapter analyses the functions of the third party inspection system.The author defines the third party inspection and summarizes the features of it at first.Then the author analyses the functions of the third party inspection which include overcoming the shareholder’s lack of the ability of inspecting books and records,implementing shareholder’s right of inspection;protecting the company’s business secrets and preventing the abuse of the shareholder’s inspection right;balancing the conflicts between the shareholder and the company,solving the problems the shareholders are facing when they exercises their right of inspection;improving the efficiency of the inspection etc.The third chapter suggests how to construct the third party inspection system.The author suggests that the third party inspection system shall be established and under certain conditions a third party who is professional, independent and has duty of confidentiality shall be appointed to inspect. In order to make this system function well,the author holds that this system shall include the qualifications and nomination of the third party,the procedure of the third party inspection,the rights,obligations and liabilities of the third party etc.
论文关键词： 股东查阅权；第三人查阅；商业秘密；
Key words（英文摘要）：www.328tibEt.cn shareholder’s right of inspection；third party inspection；business secrets；
Abstract（英文摘要）：www.328tibEt.cn The shareholder’s right of inspection is an important part of the shareholder’s information right.It’s the premise and the basis of the other rights of the shareholders.It’s a very important right for the shareholders. The revised company law improves the system of shareholder’s inspection right by expanding the scope of the inspection to the books and accounts of the company etc.which plays a very important role in protecting the shareholder’s rights of information.However,the shareholders are still encountering the following difficulties:the shareholders’ lack of the professional competence in inspecting the books and accounts of the company which affect the exercise of the right;the conflict between the shareholder’s inspection rights of books and records and the business secrets of the company obstructs the realization of shareholder’s inspection rights.In order to solve these problems,the author suggests constructing the third party inspection system which can coordinate the conflict between the shareholder’s information rights and the company’s business secrets and make a good balance between the shareholders and the company.The full text consists of three main parts:the preamble,main body and the conclusion,and the main body is composed of three chapters.The first chapter introduces the status quo of the inspection system and the difficulties the shareholders are facing.The third party inspection system is based on the shareholder’s inspection right.Therefore,before introducing the third party inspection system,the author introduces the concept and the basic theory of the shareholder’s inspection right and analyses the regulations relating to shareholder’s inspection right in China. Then the author analyses the background of the third party inspection system and points out the two difficulties the shareholders are facing when they exercise their right of inspection.In order to solve the problems,the author introduces the relevant experience of the United States and Germany and brings forward the third party inspection system which the author believes is a good way to solve the problems.The second chapter analyses the functions of the third party inspection system.The author defines the third party inspection and summarizes the features of it at first.Then the author analyses the functions of the third party inspection which include overcoming the shareholder’s lack of the ability of inspecting books and records,implementing shareholder’s right of inspection;protecting the company’s business secrets and preventing the abuse of the shareholder’s inspection right;balancing the conflicts between the shareholder and the company,solving the problems the shareholders are facing when they exercises their right of inspection;improving the efficiency of the inspection etc.The third chapter suggests how to construct the third party inspection system.The author suggests that the third party inspection system shall be established and under certain conditions a third party who is professional, independent and has duty of confidentiality shall be appointed to inspect. In order to make this system function well,the author holds that this system shall include the qualifications and nomination of the third party,the procedure of the third party inspection,the rights,obligations and liabilities of the third party etc.
论文关键词： 股东查阅权；第三人查阅；商业秘密；
Key words（英文摘要）：www.328tibEt.cn shareholder’s right of inspection；third party inspection；business secrets；