“實質性剝奪”股東知情權的公司意思效力研究

判定“實質性剝奪”股東知情權的公司意思的效力，離不開公司組織法上的兩個共識與一個司法政策立場，也構成正確理解《公司法解釋四》第9條立法意旨的重要部分。共識一，知情權的股東固有權本質，即公司自治意思可予以限制但不容忍實質性剝奪；共識二，公司法關於知情權規定的強制性規範屬性，即“為避免產生嚴重的不公平後果或為滿足社會要求而對私法自治予以限制的規範”；一個司法政策立場，體現為對於股東、公司自治理念的恰當尊重，以及公司法上的利益平衡理念。基於上述共識與立場，限制、實質性剝奪股東知情權的公司意思效力邊界得以界定，司法適用的諸多細節亦得以厘定。此外，其效力規則類推適用的物件，則應限縮解釋為具有與知情權相同法律屬性的股東權。

Determining the effectiveness of corporation's intention on ''substantial deprivation'' of shareholders right to know forms an essential aspect of accurate comprehension of the legislative intention of Article 9 of the Judicial Interpretation IV of Corporate Law and is indispensable with two consensuses in the corporate law and one standpoint of judicial policy. The first consensus is about the nature of the shareholders’ intrinsic right of the right to know, which reveals the fact that the will of corporation autonomy can be restricted but cannot be imposed by the substantial deprivation. The second consensus is about the mandatory specification attribute of the right to know stipulated in corporate law, which is a legal norm ''as to avoid serious unfair consequences or to impose restrictions on autonomy of private law in order to meet the requirements of society''. Viewed from the standpoint of judicial policy, it is necessary to give appropriate respect to shareholders and the philosophy of corporate governance, and to set up the theory of balance of interests in corporate law. Based on the consensuses and stance illustrated above, the boundaries of effectiveness of corporation’s intention concerning restricting and substantial depriving of shareholders right to know are defined, and many particulars of judicial application are determined. In addition, the object to which the effectiveness rule can be analogically applied is supposed to fall into the scope of shareholder’s right and restrictively interpreted as having the same legal attribute as the right to know.