On The Discretion Of The Directors Of The Company's Distribution

The Distribution is an important part in the corporate operating. According to the current Corporate Law,the distribution plan is put forward by the Director Board and decided by the Shareholder Meeting. But actually the Director Board plays a much more important role than the Shareholder Meeting. So the power of the Director Board is inclined to be abused. However, it's hard to prevent the Director Board from misusing their power to dominate the distribution affairs under the present Corporate Law of China.This dissertation tries to research this issue and bring forward some countermeasures. The whole article is divided into four chapters.Chapter one introduces the ordinary theory on Distribution, director and the Director Board and presents the requirements to limit the power of the Director Board based the analysis of it.Chapter two mainly analyzes the abuse of the Director Board's power in Distribution, including its conditions, performances and causes, etc.Chapter three illustrates the legislative and judiciary system of main foreign countries to deal with the issue and compares them. In the end a conclusion is reached that the distribution affairs is mainly attributed to the Director Board and the courts should not interfere with it. When the Director Board misuse its power, it's proper to deal with it by a suit put forward by the damaged shareholder.Chapter four holds we should highlight the function of the courts in the conflicts as a result of the abuse of the Director Board power to dominate distribution affairs in China on the basis of the research above and gives several legal suggestions.