论股东知情权的行权障碍及救济措施——以有限责任公司为例

On barriers to shareholders' performing their right to know and countermeasures——A case study of limited liability companies

股东知情权是股东行使其他权利的基础,尤其在有限责任公司中,中小股东受到大股东的压制,其股权的行使更是离不开知情权的掌握。从公司不履行法定义务产生的股东行权障碍、股东行使查阅权产生的法律障碍及判决生效后产生的执行障碍三方面探讨股东知情权的行权障碍;在妨碍股东知情权的私力救济上提出了公司章程赋权、股东会专项决议及公司治理细则等三项措施,在公力救济方面,结合司法实践分析了简化诉讼程序、借鉴调查令方式的可行性,为我国公司立法的完善提出浅见。

Shareholders＇ right to know forms the basis for their performing other rights, especially in the case of limited liability companies where whether they can perform their rights is closely related to their control of the right to know. The present paper studies the barriers to the shareholders＇ performing their right to know from three aspects： barrier resulting from the company＇s failing to perform its obligation, legal barrier resulting from shareholders＇ performing their right to inspect, and barrier when executing the judicial decision. The rights given by the articles of the incorporation, the special resolution at the meeting of shareholders, and rules for running the company are three individually effective measures.