Earnings Distribution Rights Of The Shareholders Of A Limited Liability Company Legal Protection And Relief

The right on the distribution of dividends,the core of the right on selfish interests of a shareholder, manifests that the shareholders are the owners of the Company. The available Literatures on this issue are somewhat theoretical, therefore this dissertation will, on the perspective of a limited liability company, discuss the handling of the disputes arising from dividends-distribution, combining related theory of company law, through case-analysis method. Another important point of the thesis is to discuss the exercise and protection of the shareholders'dividends-distribution right under some special circumstances, which includes funding flaw, the member of shareholders exceeds the upper limit of Company Law, equity transfer, employee stock ownership, and inside agreement among shareholders, etc.For one thing, the cases available reflect that, the court is usually inclined to disallow the claim on distribution of dividends which is launched by several shareholders, if the Shareholders'Meeting didn't decide to distribute the dividends. For another thing, some local People's Courts get involved in this issue moderately, and coordinate the two principles of Business Judgment Principle (BJP) and Judicial Moderate Interference Principle (JMIP).This thesis is constituted with four chapters. Chapter One overviews the fundamental theories on the distribution of dividends, separates the concrete and abstract rights on the distribution of dividends, and discusses the prerequisites of the right's exertion. Chapter Two, based on the existing Company Law, amplifies the protection and relief of the minority shareholders'right on the distribution of dividends in the current legal framework. The deficiency of the current legal framework is also contemplated in this chapter. Chapter Three is the key part of this thesis and, which makes utmost efforts to discuss how to deal with the disputes arising from the distribution of dividends. This chapter also explains, using cases, why the controlling shareholders are not inclined to distribute dividends. Moreover, the issue on giving judicial protection and relief to the minority shareholders'right under some special circumstances is also discussed. Via analyzing three cases, Chapter Four consults the situation of listed company, summarizes the disputes arising from distribution of dividends and finally gives some concluding observations.