On Minority Stockholders Appeal Of Profits Distribution

Investment gain is the most important shareholder rights. Minority shareholders appeals of profit distribution is an important safeguard to protect the interests of small shareholders, major shareholders or board of directors to avoid the abuse of rights is expected to cause damage to the interests of minority shareholders, but also the inevitable choice to maintain the minimum legal intervention. Build a small profit distribution to shareholders both the legitimacy of the complaint, but also the necessity and practical.This paper is divided into three parts, immediately introduction, body and conclusion. The methods are theory of comparative advantage in economics and comparative analysis.The introduction pointed out, the core issue of complaints is small profit distribution of dividends to shareholders divided lawsuit. By combing the domestic and foreign research data needed to solve the problem have found correspondence between legitimacy and litigation system, determine the specific elements of a comprehensive complaint rules applicable conditions of the design of the distribution of profits to shareholders as well as small independent value of the complaint and so on.The first chapter demonstrates the legitimacy and value of the profit distribution independent appeal. Small profit distribution to shareholders is a legal appeal to keep the principles embodied minimum intervention. Resolve these conflicts should follow the principle of shareholder equality, prohibition of abuse of rights principle and the principle of small shareholders investment incentives, especially after the two principles do not distribute profits behavior has important practical value. Small profit distribution to shareholders lawsuit has independent value, can overcome the limitations of the resolution of the complaint with the director of Lutheran defect lawsuit in the scope of application, it is possible finality of litigation with minimal resources to maximize the resolution of disputes.The second chapter describes three conditions small profit distribution to shareholders of appeal should be satisfied. First, no allocation of distributable profits in long-term. Long-term non-profit-distributing company’s articles of association should consider periodic distribution of profits, the company is in what stage of development, major companies to determine whether the business plan is completed, the company’s continued profitability and sustained profitability amount of time, within a certain period in the number and distribution of earnings proportion. The Second aspect is the major shareholders or the board of directors of abuse of rights. Abuse should be taken into account to determine the exercise of voting procedures, the purpose of the exercise of the voting rights, voting rights, such as the combined result of the exercise. Third, the interests of minority shareholders are violated. The interests of shareholders actually harm suffered loss of anticipated profits, with causality between loss and abuse of rights. These three aspects that the company does not allocate current profits are typical violations.The third chapter described the contents of the design procedural rules needed to fully consider. Plaintiffs are disadvantaged minority shareholders, the defendant company. According to the principle of comparative advantage, continuing distribution of profits, distributable profits, the implementation of the company’s major business plans, profit sharing ratio in the number of consecutive periods with the fact that the profit distribution plan and the resolution of the voting procedures should prove to be completed by the company, the purpose of exercising the right to vote illegally, the results of the voting rights in the form of illegal, against the directness and facts should prove causality from small shareholders themselves. Defenses are the company does not assume liability for damage justification, mainly operating on the balance of freedom and justice modest intervention. Court referee should have taken the decision to limit the distribution, can be given to the board of directors or shareholders to realize full consultation directly determine fair criteria on the basis of the right of self-government allocation ratio to achieve the purpose of small shareholders filed a lawsuit.Some of the recommendations in the "judicial interpretation of the Act Four"(draft) on the basis of Article24to determine the condition and improve the qualification, a clear burden of proof, defenses such matters as the scope of the Court referee.