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On the Shareholder’s Right to Know

Author: MengJun
Tutor: XuWeiDong
School: Jilin University
Course: Legal
Keywords: Shareholder Rights The Right to Know the Right Questions Question of the Right
CLC: D922.291.91
Type: Master's thesis
Year: 2009
Downloads: 203
Quote: 2
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Abstract


In modern corporate governance structure the shareholder is the founder and investor of the corporation and also the ultimate one to enjoy the corporate interests. The shareholder’s rights are the legal embodiment of the investor’s interests. As the separation of corporation’s ownership and management rights majority of the shareholders don’t participate in the operation and management of corporation directly so they are usually in a weak position of information and their interests face big risk. This situation is deteriorated when the board of directors and the management haves more and more power. The shareholders can exercise their rights effectively only when they have true informations. Thus the shareholder’s right to learn the truth is the important right of shareholders and is the premise on which other rights of shareholders can be exercised and enjoyed. There are general regulations about shareholder’s right to learn the truth in almost every country’s company law but how to protect such right is still a disputable problem. There are lots of right conflicts inside the corporation and a reasonable system of shareholder’s right to learn the truth should conciliate such conflicts effectively. As to the present conditions in China the shareholders have gambling mind and they just want to get the returns in short-term. The shareholder’s right to learn the truth may be abused when there is no perfect credit system. The old Company Law only regulated in general which led to the infringement and even deprivation of shareholder’s right to learn the truth. Therefore disputes on shareholder’s right to learn the truth have mushroomed. The new Company Law is more specific and particular such as the expansion of the sphere of shareholder’s right to learn the truth and the restriction of due purpose but there are still some defects. Combing the new Company Law and comparing with the advanced experiences of foreign countries this paper advises how to improve the relevant laws.This paper is divided into four parts.The first part is an overview of the shareholders the right to know. The shareholders the right to know is an important shareholder rights and therefore a better understanding of the rights of shareholders the shareholders the right to know the system of research of great significance. This section first introduces the definition of the right of shareholders the shareholders of the right content the shareholders of the right to classification-related issues. Secondly the concept of the shareholders the right to know analyzed and the shareholders the right to know is not a legislative concept but corporate law scholars related to shareholder rights to a collection made after the abstract theoretical concepts. Although countries of the interpretation of the shareholders the right to know different but the content of this right and the goal is the same. The shareholders the right to know the academic community is also broadly consistent with the concept of representation is generally believed that the shareholders the right to know the law refers to the shareholders through access to the company’s financial accounting reports books and other relevant company decision-making management information, as well as issues related to the above question to achieve understanding of the company’s operating condition and company’s senior management staff activities. Finally the details of the shareholder’s right to know the basic content specifically including the right of access to financial and accounting reports books access rights check the candidates and the questions the right of any claims. Although the content of these rights vary but center is still a shareholder the right to know the company’s affairs the objective is to enable shareholders to obtain sufficient information.The second part discusses the theoretical basis for the shareholders the right to know and value. Firstly the introduction of the shareholders has the right to information generated by a profound theoretical basis. The theoretical basis for the shareholder’s right to know the main contents of the two aspects, namely principal-agent theory and the principle of equality of shareholders. Then the value of shareholder’s right to know a more detailed assessment. Shareholders the right to know to ensure the realization of other rights of shareholders. Only the relevant information about the company, shareholders can exercise the right of the right to protect their own interests shareholders the right to know to balance the conflict of interest between shareholders and managers. By giving shareholders the right to know to limit shareholders supervisors, executive abuse of power so that the interests between shareholders and managers are in a state of equilibrium; shareholders the right to know can also balance the conflict of interests among shareholders. Because of information in the interests of small shareholders vulnerable to abuse to give shareholders the right to know so you can balance the conflict of interest between the two before they occur.The third part is the shareholders to exercise the right to know the limitations. The exercise of any right can not be without boundaries. In order to prevent abuse of the right of shareholders it is necessary to set the appropriate procedures for the exercise of the right to know the contents of the shareholders just on whether the purpose of restrictions on the exercise of rights in order to ensure protection of shareholders companies and the legitimate interests of other shareholders. Only when the purpose of the shareholders is the time, it should be to satisfy their requirements. However the purpose of improperly shareholders should be the company for their to be proved. Shareholders to exercise the right to know the contents of the issue the "Company Law" was not clearly defined but the new "Company Law" Article 34 provides access copy the contents of the difference can be seen on the exercise of the right to know the contents of the shareholders, there is a the limit. In addition the minimum number and ownership holding is to limit the time the shareholders have been the primary means of exercising the right to know I believe that the proportion of shareholding requirement deprived the minority shareholders the right to know and as a modern company’s shares were highly mobile, the provisions of holding time also there is no need for it so I think that should relax ownership percentage and holding time limit. Finally, the realization of any right is inseparable from the guarantee of a reasonable procedure. Setting of a certain procedure for the balance of shareholders, and conflicts between the interests of the company to achieve the principles of corporate governance institutions of great significance. The fourth part is the shareholders the right to know legislation improved. In the previous analysis on the basis of comparison and discussion on how to further improve the protection of shareholders the right to information put forward his proposals. Firstly the shareholders may delegate the exercise of the right to know a professional auditor to review but the law did not clearly defined the burden of audit costs. In order to ensure the company’s normal operations, the shareholders should bear the audit costs. Secondly to expand the scope of shareholder access to the right to give shareholders the right to access the original documents. Thirdly the article goes on to analyze any of our candidates for the introduction of inspection system, the necessity and feasibility. Check any system is the candidate meets the common requirements of fairness and efficiency China’s legislation should examine candidates for the introduction of any system and to give shareholders the right to examine candidates for any request. Finally as the shareholder’s right to know the ultimate solution to the dispute is a judicial means therefore analyzed the shareholder’s right to know the pre-conditions for direct action the defendant the plaintiff limitation and other issues.

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CLC: > Political, legal > Legal > Chinese law > Economic Law > Corporate law, company law
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