股东查阅权研究
本站原创 论文中文摘要：现代公司所有权与经营权分离,作为公司投资者白勺股东远离于公司事务,对公司白勺实际经营状况知之不多。为了克服股东与公司间白勺信息不对称,许多国家白勺公司立法都赋予股东知悉公司经营状况白勺权利,即股东白勺知情权。作为股东知情权白勺一个重要组成部分,股东查阅权正是股东获取公司经营管理信息白勺重要途径。我国《公司法》虽然明确了股东白勺查阅权,但规定得比较原则,缺乏可操作性,与先进国家相比仍存在一定白勺差距,需要进一步白勺完善。本文从股东知情权白勺三个层次,即公司白勺披露义务、股东白勺自力实现和检查人选任制度说起,引申到股东知情权白勺核心问题一一股东查阅权上。接着,介绍了股东查阅权白勺溯源,从股东是公司财产白勺最终所有权人、公司内部白勺所有权和经营权分离和股东与公司管理者之间白勺关系三个方面分析了股东查阅白勺理论基础。在第二部分,本文用两章分别对主体、客体及限制三方面对股东查阅权进行了较为详细白勺阐述。在主体部分,着重对司法实践中争议较多白勺原任股东、继受股东、隐名股东和出资瑕疵股东有查阅权白勺主体资格问题分别进行论述;并从另一角度对股东查阅权白勺义务主体进行了介绍。在客体部分,将股东查阅权白勺查阅范围分为会计文件、会计账簿和其他公司信息三部分。在限制部分,本文从股东持股比例和时间,查阅时间、地点、方式和次数,如何保护商业秘密等细节进行了分析,并试图对于“目白勺正当”这一表述比较含糊白勺概念具体化。最后,本文通过对我国新旧《公司法》白勺比较,过渡到对我国股东查阅权完善,强调扩大股东查阅权白勺范围、赋予股份公司股东账簿查阅权。此外,也提出我国应当延伸股东白勺查阅权,引入检查人选任制度
Abstract（英文摘要）：www.328tibEt.cn With the separation of modern companies’ ownership and control, the shareholders as companies’ investors, are usually often kept away from their businesses and affairs. They know little of the actual operation of the businesses of these companies. In order to overcome the inconsistency of information between shareholders and companies, many companies he vested the shareholders with legal rights to learn about the truth of their business operation in many countries, i.e., shareholder’s right to know. As an important part of shareholder’s right to know, the inspection right of books and records of companies becomes the key route for shareholders to obtain the overall information of companies’ business operation. Although shareholders’ inspection right of books and records has been stipulated in the Company Law of our country, improvement is still needed since the provisions are too rigid and often difficult to put into practice. Our system is still considerably far from the other more advanced countries, hence improvement is needed.This article sets its foot on three tiers of shareholder’s inspection right of books and records, i.e., companies’ obligation to disclose, shareholder’s self-relief and the system on the appointment of qualified inspector. It will also extend to the heart of the question, which is about the shareholder’s inspection right of books and records. It then will introduce the source of the shareholder’s inspection right of books and records and further continue to analyze the theory and basis of shareholder’s inspection right from three aspects. They are: (1) the shareholders who are the ultimate owners of the companies’ assets; (2) the separation of companies’ internal ownership and control; and (3) the deputy relationship between shareholders and companies’ administrators.In Part II, it elaborates shareholder’s inspection right in two main aspects, being the subjective view, the objective view and the limitation, which will be discussed in three chapters. In the part concerning the subjective view, it focuses on the adversarial problem on the qualification of shareholder’s inspection right of books and records among the original shareholders, derivative shareholders, dormant shareholders and shareholders with defect investment. In the part concerning the objective view, it divides shareholder’s inspection righ?? books and records into three parts, i.e. accounting documents, accounting books and other companies’ information. In the part concerning limitation , it analyzes the shares proportion and the period of time where shares could be held, the time, place, method and period for inspection and how to protect and deal with the confidentiality of business secrets, specifying the concept of the vague expression of "justified intention".Finally, this article will extend to the discussion on how to perfect the shareholder’s inspection right of books and records through the analysis of a comparison between the old and new Company Law of our country. It will emphasize on the scope of shareholders’ right on inspection and also the rights vested on the shareholders of the stock limited company with respect to the inspection right of books and records. Furthermore, it will post the question that our country should extend the shareholders’ inspection right of books and records and bring in the system on the appointment the qualified inspector.
论文关键词： 公司法；股东；查阅权；
Key words（英文摘要）：www.328tibEt.cn Company law；Shareholders；Inspection rights；
Abstract（英文摘要）：www.328tibEt.cn With the separation of modern companies’ ownership and control, the shareholders as companies’ investors, are usually often kept away from their businesses and affairs. They know little of the actual operation of the businesses of these companies. In order to overcome the inconsistency of information between shareholders and companies, many companies he vested the shareholders with legal rights to learn about the truth of their business operation in many countries, i.e., shareholder’s right to know. As an important part of shareholder’s right to know, the inspection right of books and records of companies becomes the key route for shareholders to obtain the overall information of companies’ business operation. Although shareholders’ inspection right of books and records has been stipulated in the Company Law of our country, improvement is still needed since the provisions are too rigid and often difficult to put into practice. Our system is still considerably far from the other more advanced countries, hence improvement is needed.This article sets its foot on three tiers of shareholder’s inspection right of books and records, i.e., companies’ obligation to disclose, shareholder’s self-relief and the system on the appointment of qualified inspector. It will also extend to the heart of the question, which is about the shareholder’s inspection right of books and records. It then will introduce the source of the shareholder’s inspection right of books and records and further continue to analyze the theory and basis of shareholder’s inspection right from three aspects. They are: (1) the shareholders who are the ultimate owners of the companies’ assets; (2) the separation of companies’ internal ownership and control; and (3) the deputy relationship between shareholders and companies’ administrators.In Part II, it elaborates shareholder’s inspection right in two main aspects, being the subjective view, the objective view and the limitation, which will be discussed in three chapters. In the part concerning the subjective view, it focuses on the adversarial problem on the qualification of shareholder’s inspection right of books and records among the original shareholders, derivative shareholders, dormant shareholders and shareholders with defect investment. In the part concerning the objective view, it divides shareholder’s inspection righ?? books and records into three parts, i.e. accounting documents, accounting books and other companies’ information. In the part concerning limitation , it analyzes the shares proportion and the period of time where shares could be held, the time, place, method and period for inspection and how to protect and deal with the confidentiality of business secrets, specifying the concept of the vague expression of "justified intention".Finally, this article will extend to the discussion on how to perfect the shareholder’s inspection right of books and records through the analysis of a comparison between the old and new Company Law of our country. It will emphasize on the scope of shareholders’ right on inspection and also the rights vested on the shareholders of the stock limited company with respect to the inspection right of books and records. Furthermore, it will post the question that our country should extend the shareholders’ inspection right of books and records and bring in the system on the appointment the qualified inspector.
论文关键词： 公司法；股东；查阅权；
Key words（英文摘要）：www.328tibEt.cn Company law；Shareholders；Inspection rights；