중국법에서 주주 열람권의 ‘부당한 목적’에 대한 규제 검토

Abstract

China’s “Company Law” and “Company Law Interpretation (4)” regulate shareholders’ “improper purposes”, whether from the appearance of “a company that is self-operated by shareholders and has a substantial competitive relationship with the company’s main business”, or from the perspective of shareholders, whose inner meaning is “to inform the information to other persons”, or the shareholder’s previous behavior of “notifying information to other persons within three years”, cannot theoretically justify the restriction of shareholders’ legitimate rights to inspect the company’s accounting books and accounting vouchers. It is necessary to relax regulations on shareholders’ “unfair purposes”. Learn from the Article No. 358 of Japan’s “Company Law”, which allows shareholders to request the court to select an inspector“ through non-litigation procedures, and refer the Article No. 16.02 of the U.S. ”Model Company Law“ concerning the rule of confidential contract signed between a company and its shareholders and the court will be required to determine whether the amount of liability reasonable for breach of confidentiality obligations stipulated in this confidentiality contract, in order to three- dimensionally regulate situations in which shareholders may infringe on the company’s trade secrets when they review the company’s accounting books and accounting vouchers.