Shareholder's Right To Dividends

The system of Stockholders'Profit Sharing comes into being with"Company laws"making, because the most important purpose why stockholders invest companies is to get profit, therefore, profit sharing is the major method to get profit. The protection of stockholders sharing profit will affect whether a company is stable or not and a company's expectation of the development, it will also affect how to realize the company loaners'profit. As the important parts in a company system, the system of Stockholders'Profit Sharing is a division which can balance the benefits between the company's and stockholders'. There will be dangerous unstable problems in the company running if the system could not be established and performed perfectly, even can affect how the company survives and develops. Based on this important aspect and from common problems of Stockholders'Profit Sharing in practice, the thesis discusses the protection of Stockholders'Profit Sharing and tries to make some supplementary suggestions on current"Company Low"in our country.Firstly, the thesis defines the concept and property of Stockholders'Profit Sharing Right. Stockholders'Profit Sharing Right, also called Company Profit Distribution Requesting Right or Stock Profit Distribution Requesting Right, is that stockholders ask the company to distribute its profit, so they can obtain dividend according to their stocks. It is stockholders right for their investment, which can be divided into the abstract and the concrete according to its property. The abstract is a kind of stockholders'right according to their company stockholder qualification and station, and the concrete means the right that the decision to distribute dividend in stockholder conference asks the company to pay specific dividend according to the analogy and scale of stockholders'stocks when the company has distributive dividend. In practice, to realize Stockholders'Profit Sharing Right behaves various forms such as cash dividend, stock dividend, property dividend, indebtedness dividend and repurchasing stocks, etc. Among so many forms, cash dividend is the most common form in western country and also a suggested melon cutting form by this article because it causes so many arguments some companies use other forms to replace cash dividend in reality. To avoid this, the author suggests that laws should be established cash dividend becomes main stockholders melon cutting form and it requests specific condition if use other ones.The Stockholders'Profit Sharing Right belongs to property rights in fact, but it has characteristic both the creditor's right and associator's for its particularity. That causes the protection of the Stockholders Melon Cutting Right differs from protecting methods and principle of ordinary creditor's right.Secondly, the thesis consults relative lawmaking cases and analyzed them. The emphasized aspects in various countries to stipulate Stockholders'Profit Sharing Right is different. Although British and American laws stipulate different from continental laws about the pre-condition of dividend distribution, the tenet to establish laws are both to protect creditors'profit, and companies'regular running in future. American laws request that companies can pay dividend to stockholders only when they have income surplus and capital surplus. However, German and Japan use accumulation fund concept, that is to say, companies can pay stockholders dividend only when they take a scale of accumulation fund from annual after-tax surplus, and It is forbidden that companies distribute using capital. The laws give stockholders rights to decide distributing scale and are not limited stockholders'investing scale. About distributing forms, major in cash dividend but do not limit other ways. About results that breaking laws, by stipulating distribution stockholder obtain from good motive is not necessary to return, laws assign risks to directors and stockholders who know the truth, not other kind stockholder.Finally, comparing improvement and difference between old"Company law"and new one, the thesis analyzes the development of protection recognizant to the Stockholders Melon Cutting Right during The elisor history development in our country and the progress of lawmaking system. But it is more important to realize the shortages of the current"Company Law"in our country. The nomology in our current"Company Law"does not describe too much about Stockholders'Profit Sharing Right. No. 1, stipulation to right property is not defined clearly. Our country's new"Company Law"does not define the property of Stockholders'Profit Sharing Right, it causes many people have not adequate understanding to Stockholders'Profit Sharing Right in reality. The law also confuses the division between Stockholders'Profit Sharing Right and Stockholders Right, which have obvious difference and can not be treated as one thing absolutely. It will lead to the confusion of management and lawsuit to execute Stock Holders Right as Stockholders'Profit Sharing Right. The law equals or confuses abstract Stockholders'Profit Sharing Right to concrete one too. Because there are not clear partitions to the types of Stockholders'Profit Sharing Right, it causes people can not distinguish clearly between the two different types of Stockholders'Profit Sharing Right. In practice, many people lodge a complaint because they equal abstract Stockholders'Profit Sharing Right to concrete one; and the count can not reject or accept the cases because of no clear laws. The factor leads to confusion and disunity of elisor system that make it difficult to protect stockholders'right efficiently. It also causes lawsuits about Stockholders'Profit Sharing Right to end with only forms or can not get reasonable and legal judge. No. 2, stipulations to distributing procedure are not clear. There are not clear stipulations about the performing procedure of Stockholders'Profit Sharing Right in our"Company Law", and what it should have performing Stockholders'Profit Sharing Right. All together, the stipulations are not clear, the law only stipulate what organizations can decide to share dividend. It is not stipulated in detail how to calculate profit and if the results of stockholders'conference count when great stockholders control the results. This problem makes the judges easy to understand in different ways while hearing these sorts of cases. The law stipulates too general for possible situation during distribution such as what distributing type to use, how to deal with when situations appear of no distribution, over distribution and unreasonable distribution. The judges can not make a difference among different situations. No. 3, our"company law"does not stipulate clearly to the legal responsibility. The principle and property of blaming responsibility in law for each possible situation are not stipulated clearly and completely when there are illegal distributions. The stockholders can not find valid main body to take the responsibility quickly as their Stockholders'Profit Sharing Rights are infracted, and the loss is impossible to grow continuously. There are often disputes to the judges'judgments, and maybe cases can not be solved for a long time or the judgments are not accepted by most people and lead to extensive disputes in the society. No. 4, the stipulations to the legal redress of Stockholders'Profit Sharing Right are not clear. For example, It is not clear how to count indicting period of validity, how to confirm the concrete main body of Stockholders'Profit Sharing Right, if abstract Stockholders'Profit Sharing Right can be indicted, if the court has the right to adjudge the confirmation of Stockholders'Profit Sharing Right and how to adjudge. Finally, through above theory researching and analyzing, the thesis draws conclusion that make suggestions for the legislation of"Company Low"in our country.No.1 Define constructing conditions to realize Stockholders'Profit Sharing Right.No.2 Define right property and classes of Stockholders'Profit Sharing Right, so make clear indicting right, the main body and methods of taking on responsibility after Stockholders'Profit Sharing Right being violated. Confirm the property of Stockholders'Profit Sharing Right from legislation; define the associator character and the creditor's right character of Stockholders'Profit Sharing Right. Therefore, distinguish different situations when the two different stockholders'rights are violated and deal with them differently. No.3 Limit free taking accumulation fund and distributing methods of company's dividend. The distribution should be mainly performed by cash method. To other distributing methods, define adapted situation or foundation seriously.No. 4 Enlarge the affirmative main body of dividend distributing right. It should be permitted that the directorate indicate the distribution of surplus in some specific condition. No. 5 Confirm calculating methods of distributable surplus numbers.However, as described in this thesis, the problems can not be solved at a time in the practice of the new"Company Low". The complement and performance of its system needs a long period, the purpose to protect Stockholders'Profit Sharing Right calls for the cooperation of relative system from various aspects. And this also needs efforts from all society. The thesis is only a small stop on the long way researching, and it only does some glancing research to the protective system of Stockholders'Profit Sharing Right System, therefore, it has to be improved and completed.