股权转让后原股东知情权法律问题研究

发布时间：2018-05-29 07:49

本文选题：原股东 + 股东知情权　；参考：《辽宁大学》2017年硕士论文

【摘要】：股东的很多权利通过现代公司法被明确赋予,被明确规定的一系列股东权利中,知情权是一项有别于其他权利的基础性权利,其为保障股东其他权利的有效行使提供了前提条件。我国2005年修订的《公司法》确立了股东知情权制度。得益于该制度的确立,公司股东的权益确实在一定程度上得到了保障,对于在公司中处于弱势地位的小股东利益的保护则尤为突出。股东知情权制度实施至今,此类型的案件不断增多,大量案件所涉及的争议问题表现出复杂多样的特点,包括如何划定股东知情权的范围、行使主体、行权目的等诸多问题。站在司法实践的角度,有关行使知情权的主体资格并没有一个统一的标准,致使许多损害股东合法权益的情况发生,且无救济之路径,其中一个突出体现就是对于在担任公司股东期间股东权益受损,试图维护自身权益的股权转让后的原股东。大量的有关股东知情权行使主体的诉讼,无论是在理论界还是实务界都存在着争论,主要是围绕着股权转让后原股东是否应当享有其持股期间知情权。本文通过有关案例引出问题,对股东知情权的行使主体和范围加以研究,从理论和实践两个角度重点对原股东行使知情权的正当性做了分析,同时对原股东如何设定和行使知情权提出了建议,目的在于给原股东行使知情权提找到理论基础和解决办法。笔者旨在通过提出有关原股东知情权的建议,为完善公司法中相关立法提供些许参考,并且为打破司法困境提供一定助益。本文首先,通过有关原股东知情权纠纷的案件,引出股权转让后原股东是否应当享有知情权以及若应当享有该知情权应如何界定和行使两大问题。接下来,从原股东享有知情权的合法性、必要性、可行性三方面论证股权转让后原股东享有知情权的正当性。股权转让后原股东享有知情权的合法性从民法相关规定、原则和第三层级知情权理论两个角度论述。其必要性主要体现在立法目的和司法正义两方面。通过分析国外相关立法经验和国内司法现状反映出赋予原股东知情权具备可行性。最后,已转让股权的原股东知情权设定和行使提出建议。本部分主要包含两个方面:一是界定原股东知情权的范围,该部分从利益均衡的角度出发,为了确保公司经营资料、商业机密不被不法侵害,保证原股东行使知情权目的正当性,对原股东知情权范围做出了界定。二是对原股东行使知情权进行限制,主要是从原股东行使知情权的目的和时间以及法律责任上做出了限定。
[Abstract]:Many of the shareholders' rights are clearly endowed by the modern company law, and the right to know is a basic right which is different from other rights in a series of shareholders' rights that are clearly stipulated. It provides a prerequisite for the effective exercise of other rights of shareholders. The Company Law revised in 2005 establishes the system of shareholders' right to know. Thanks to the establishment of the system, the rights and interests of the shareholders of the company are protected to a certain extent, especially the protection of the interests of minority shareholders who are in a weak position in the company. Since the implementation of the system of shareholders' right to know, the number of cases of this type has been increasing. The disputes involved in a large number of cases show complex and diverse characteristics, including how to delimit the scope of shareholders' right to know, exercise the main body, exercise the purpose of the exercise of rights and so on. From the point of view of judicial practice, there is no uniform standard for the subject qualification to exercise the right to know, which leads to many cases of harming the legitimate rights and interests of shareholders, and there is no remedy. One of the outstanding manifestations is the original shareholders who have lost their rights and interests and tried to protect their rights and interests during their time as shareholders. A large number of litigation concerning the exercise of shareholders' right to know, whether in theory or in practice, mainly revolves around whether the original shareholders should enjoy the right to know during the period of their shareholding after the transfer of shares. This paper studies the subject and scope of the exercise of shareholders' right to know through relevant cases, and analyzes the legitimacy of the exercise of the right to know of the original shareholders from the two angles of theory and practice. At the same time, the author puts forward some suggestions on how to set up and exercise the right to know, in order to find the theoretical basis and solution for the original shareholder to exercise the right to know. The author aims to provide some references for the improvement of the relevant legislation in the company law by putting forward some suggestions about the original shareholders' right to know, and to provide some help for breaking the judicial dilemma. First of all, through the case of the dispute about the original shareholder's right to know, this paper leads to two major problems: whether the original shareholder should enjoy the right to know after the transfer of shares and how to define and exercise the right to know if he should enjoy the right to know. Then, the legitimacy of the original shareholder's right to know is demonstrated from three aspects: legitimacy, necessity and feasibility. The legitimacy of the original shareholder's right to know after the transfer of shares is discussed from two angles: the relevant provisions of civil law, principles and the theory of the third level of the right to know. Its necessity mainly manifests in the legislative purpose and the judicial justice two aspects. It is feasible to give the original shareholders the right to know by analyzing the relevant legislative experience of foreign countries and the present situation of domestic judicature. Finally, the original shareholders have transferred the right to know the establishment and exercise of recommendations. This part mainly includes two aspects: first, to define the scope of the original shareholders' right to know, this part from the perspective of the balance of interests, to ensure that the company's business information, trade secrets are not illegally infringed, The scope of the original shareholder's right to know is defined by ensuring the legitimacy of the original shareholder's exercise of the right to know. The second is to restrict the original shareholders' exercise of the right to know, mainly from the purpose, time and legal responsibility of the original shareholders to exercise the right to know.
【学位授予单位】：辽宁大学
【学位级别】：硕士
【学位授予年份】：2017
【分类号】：D922.291.91

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