论股东知情权——以《公司法司法解释四(征求意见稿)》为背景的考察

On Shareholder's Right to Learn the Truth——An Investigation Based on “Judicial Interpretation 4 of Company Law(Draft)”

知情权属于股东的固有权,是股东了解公司经营、维护自身利益以及促进公司健康发展的重要手段之一。如何设计科学合理的股东知情权制度,统一股东知情权诉讼中的裁判规则是《公司法司法解释四(征求意见稿)》(以下简称"征求意见稿")的重点和难点。知情权的制度设计是公司(大股东)与小股东博弈的结果,法律需要在大股东与小股东之间寻求利益的平衡,《征求意见稿》将知情权定位为固有权,规定知情权不适用诉讼时效;同时将知情权的行使主体进一步明确,排除了股东资格的限制,任何股东都享有知情权,但对司法实践中经常引起纠纷的隐名股东知情权的规定却付之阙如。此外首次规定公司若造成股东无法行使知情权,需要承担相应的赔偿责任,进一步提升了对股东的知情权的保护力度,但相关制度不明仍会造成司法适用的混乱。可见《征求意见稿》无法做到面面俱到,仍有进一步完善的空间和研究的必要。

The right to leran the truth is one of the inherent rights belonging to shareholders. It is an important way for shareholders to know the operating conditions of companies, safeguard their own interests, and promote the healthy development of the company. In ＂Judicial Interpretation 4 of Company Law （Draft）＂, how to design a sci- entific and rational system of shareholders right to learn the truth and unify the judicial rules in lawsuits on share- holders informational right is the key and difficult point. The system of right to learn the truth is a game result between major shareholders and minor shareholders of a company. It needs law to find an interests balance between them. In the Draft, the right to learn the truth is regarded as an inherent right and does not apply to limitation of action. The exercising subject of right to learn the truth has been specified. Restrictions on shareholders; qualifica- tion are excluded, which means any shareholder is entitled to the right to learn the truth. However, rules regarded to dormant shareholders; right to learn the truth, which frequently cause disputes in judicial practice, are still left in the blank. What＇s more, in the Draft, it is the first time to stipulate that if the company causes the shareholder unable to exercise the right to learn the truth, the company will bear the corresponding liability, which effectively protects shareholders;informational right. But corresponding system is still implicit. Obviously, Judicial Interpre- tation 4 of Company Law （Draft） is still incomplete, needing to be further studied and consummated.