Judicial Protection Of The Right To Dividend Distribution Request

Getting dividends is an important right of the shareholders based on the identity of the shareholders. The dividend distribution for the company is in the scope of self-autonomy, which is a business behavior. The decision of the dividend distribution is made by the board of shareholders, which is easy for the controlling shareholder to abuse their voting rights, resulting in unfair resolution. When the company did not declare dividends or escape the distribution of dividends, shareholders have the right of dividend distribution, which is based on the identity and status of shareholders. China's Company Law provide several indirect ways to protect the right of dividend distribution, but these types of indirect benefits has certain limitations and can not fundamentally solve the problem. Western countries have set up litigation of mandatory dividend distribution for providing direct protection to shareholders, which should be learned. The right of dividend distribution as the fundamental right of shareholders belongs to expectant right, which can be protected by law. However, dividend distribution is a company self-government matter, judicial intervention requires certain theoretical supports and conditions allow. Looking forward to the expected benefits theory, interests of frustration theory, theory of shareholder fiduciary duty, and judges law-making theory, these all provides a theoretical support to judicial intervention; on the other hand, exhaustion of internal remedies and major shareholders in hostile should be neccessary conditions of judicial intervention. In addition, based on existing legal framework, in view of structuring the litigation of mandatory dividend distribution of our country, this thesis create Chinese litigation of mandatory dividend distribution both from a legislative view and from an operational level in the end.