公司账簿功能视角下的股东账簿查阅权
发布时间：2018-09-10 14:25
【摘要】：现代公司制和证券市场的不断完善发展促使股权分散化效应渐趋显现,大股东和中小股东之间的利益冲突不断升级,股东账簿查阅权担负着艰巨的历史使命。然而,任何一项权利的设置都不是单一理论下的简单升华,纷繁复杂的商法制度尤其如此。所以需要以公司账簿为基础,突破传统商法的思维局限,站在公司账簿功能的视角之下,将其核心功能与股东账簿查阅权相联系,深入细致地分析权利的属性与构造。 本文主要运用综合分析的方法,参考经济、金融等领域的相关知识来充实股东账簿查阅权的研究视野,并运用比较分析的方法,融入英美等发达国家的相关司法实践案例,分析我国现有立法中存在的问题以及合理的完善建议。本文共分为五大部分： 第一部分：“公司账簿的功能”。在厘清公司账簿概念的前提下,分析不同视角下不同种类公司账簿的一般功能,并在此基础上提炼出公司账簿的核心功能,即始终围绕股东和公司两个主体展开 第二部分：“股东账簿查阅权的扩充”。以公司账簿的核心功能为根本,以契合公司账簿的核心功能为目标,分别从公司账簿的查阅种类、母子公司的查阅对象、新旧股东的查阅期间三个方面进行深入论证,理顺股东账簿查阅权扩充的方向,并采用典型案例的方式,以期实现对账簿查阅权扩充原因、意义和方式的详细论述。 第三部分：“股东账簿查阅权行使的限制”。对行使股东账簿查阅权可能产生的各种弊端进行对症下药,从行使主体、行使目的和行使程序三个方面阐述对股东账簿查阅权行使的限制,以求实现权利设置的初衷。 第四部分：“股东账簿查阅权救济制度的完善”。针对中小股东在行使股东账簿查阅权时所面临的困境,以诉讼时效、管辖、被告选择、证明责任分配四个方面为切入点进行论述,努力解决实务中存在的权利缺失难题。 第五部分：“完善我国股东账簿查阅权制度的建议”。以对我国股东账簿查阅权制度的检讨入手,从查阅范围的扩充、权利行使模式的修正、救济制度的完善三个方面提出建议。 总而言之,本文站在公司账簿的功能视角之下,俯瞰影响股东账簿查阅权的各个因素,并将公司账簿的核心功能贯穿到分析股东账簿查阅权的每个角落,力图使每个完善建议更具说服力。
[Abstract]:With the development of modern corporation system and stock market, the effect of equity decentralization is becoming more and more obvious, the conflicts of interest between the major shareholders and the minority shareholders are constantly escalating, and the shareholders' access to the books of accounts is shouldering the arduous historical mission. However, the establishment of any right is not a simple sublimation under a single theory, especially the complicated commercial law system. Therefore, it is necessary to break through the limitation of the traditional commercial law on the basis of the company account book, stand under the angle of view of the company account book function, link its core function with the stockholder's checking right of account book, and analyze the property and structure of the right deeply and meticulously. This paper mainly uses the comprehensive analysis method, referring to the relevant knowledge in the fields of economy, finance and so on, to enrich the research field of shareholders' book inspection right, and applies the method of comparative analysis to integrate the relevant judicial practice cases of the developed countries such as the United States and the United States, such as the United States and the United States. This paper analyzes the problems existing in the existing legislation of our country and the reasonable suggestions for perfection. This paper is divided into five parts: the first part: the function of the company's books. On the premise of clarifying the concept of company's books of account, this paper analyzes the general functions of different kinds of company's books of account from different perspectives, and extracts the core functions of company's books of account on this basis. That is to say, the second part focuses on the shareholders and the company: the expansion of the shareholders'right of checking the books of account. Taking the core function of the company's account book as the foundation, and taking the core function of the company's account book as the goal, the paper makes a thorough demonstration from three aspects: the type of the company's books of account, the object of the inspection of the parent and subsidiary companies, and the period of the new and old shareholders' inspection. This paper straightens out the direction of the expansion of stockholders' access to books of account books, and adopts the method of typical cases in order to realize the detailed exposition of the reasons, significance and ways of the expansion of the right of checking books of accounts. The third part: the restriction of the exercise of the shareholder's right to inspect the books of account. In order to realize the original intention of the right to set up the right, the author puts forward the restriction on the exercise of the right to inspect the books of the shareholders from three aspects: the main body, the purpose and the procedure of exercising the right to check the books of the shareholders, in order to realize the original intention of the establishment of the right. The fourth part: the improvement of the relief system of the shareholder's right of checking account books. In view of the difficulties faced by minority shareholders in exercising their right to consult the books of accounts of shareholders, this paper discusses four aspects: limitation of action, jurisdiction, choice of defendant, distribution of burden of proof, and tries to solve the problem of lack of rights in practice. The fifth part: the suggestion of perfecting the system of stockholder's books of account inspection in our country. Starting with the review of the system of the right to consult the books of stockholders in our country, this paper puts forward some suggestions from three aspects: the expansion of the scope of reference, the revision of the mode of exercise of the right, and the perfection of the relief system. In a word, this paper, from the perspective of the function of the company's books, overlooks the factors that affect the shareholders' access to the books of accounts, and runs the core function of the company's books of account into every corner of the analysis of the shareholders' right to inspect the books of accounts. Try to make every perfect proposal more persuasive.
【学位授予单位】：山西大学
【学位级别】：硕士
【学位授予年份】：2013
【分类号】：D922.291.91
本文编号：2234710
[Abstract]:With the development of modern corporation system and stock market, the effect of equity decentralization is becoming more and more obvious, the conflicts of interest between the major shareholders and the minority shareholders are constantly escalating, and the shareholders' access to the books of accounts is shouldering the arduous historical mission. However, the establishment of any right is not a simple sublimation under a single theory, especially the complicated commercial law system. Therefore, it is necessary to break through the limitation of the traditional commercial law on the basis of the company account book, stand under the angle of view of the company account book function, link its core function with the stockholder's checking right of account book, and analyze the property and structure of the right deeply and meticulously. This paper mainly uses the comprehensive analysis method, referring to the relevant knowledge in the fields of economy, finance and so on, to enrich the research field of shareholders' book inspection right, and applies the method of comparative analysis to integrate the relevant judicial practice cases of the developed countries such as the United States and the United States, such as the United States and the United States. This paper analyzes the problems existing in the existing legislation of our country and the reasonable suggestions for perfection. This paper is divided into five parts: the first part: the function of the company's books. On the premise of clarifying the concept of company's books of account, this paper analyzes the general functions of different kinds of company's books of account from different perspectives, and extracts the core functions of company's books of account on this basis. That is to say, the second part focuses on the shareholders and the company: the expansion of the shareholders'right of checking the books of account. Taking the core function of the company's account book as the foundation, and taking the core function of the company's account book as the goal, the paper makes a thorough demonstration from three aspects: the type of the company's books of account, the object of the inspection of the parent and subsidiary companies, and the period of the new and old shareholders' inspection. This paper straightens out the direction of the expansion of stockholders' access to books of account books, and adopts the method of typical cases in order to realize the detailed exposition of the reasons, significance and ways of the expansion of the right of checking books of accounts. The third part: the restriction of the exercise of the shareholder's right to inspect the books of account. In order to realize the original intention of the right to set up the right, the author puts forward the restriction on the exercise of the right to inspect the books of the shareholders from three aspects: the main body, the purpose and the procedure of exercising the right to check the books of the shareholders, in order to realize the original intention of the establishment of the right. The fourth part: the improvement of the relief system of the shareholder's right of checking account books. In view of the difficulties faced by minority shareholders in exercising their right to consult the books of accounts of shareholders, this paper discusses four aspects: limitation of action, jurisdiction, choice of defendant, distribution of burden of proof, and tries to solve the problem of lack of rights in practice. The fifth part: the suggestion of perfecting the system of stockholder's books of account inspection in our country. Starting with the review of the system of the right to consult the books of stockholders in our country, this paper puts forward some suggestions from three aspects: the expansion of the scope of reference, the revision of the mode of exercise of the right, and the perfection of the relief system. In a word, this paper, from the perspective of the function of the company's books, overlooks the factors that affect the shareholders' access to the books of accounts, and runs the core function of the company's books of account into every corner of the analysis of the shareholders' right to inspect the books of accounts. Try to make every perfect proposal more persuasive.
【学位授予单位】：山西大学
【学位级别】：硕士
【学位授予年份】：2013
【分类号】：D922.291.91
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