Research On The Legal System Of Dividend Distribution Of Listed Companies In China

Our country securities market develop through a strict control by the government torespect the autonomy to combined with legal control and the company autonomy, graduallyfree company especially the listed companies which open to the public finance more andmore, but the concept and action of returning investors is not optimistic. Dividend is ainvestor who of the identity of shareholder to have the right to obtain a certain property rights,and also dividend distribution is a legal behavior of company to fulfill corporate socialresponsibility of returning to investors. But the phenomenon of not distribution or lessdistribution of listed companies in China is widespread and the situation of preference stockdividend but despise cash bonus last for a long time, so that the lower rate of return on theirinvestment which affect he investors’ desire and confidence. To this problem, despite ChinaSecurities Regulatory Commission as a representative of national institutions continue to takemeasures, such as "The several provisions of strengthening protection of the publicshareholders rights ","The decision of some provisions of the changes about the listedcompany cash dividends "(China Securities Regulatory Commission [2008] no.57),"Thenotice of the further implementation of the listed company cash dividends which is of relatedmatters"([2012] no.37), and "the guide of listed company cash dividends" was issued by theShanghai Stock Exchange in January7th.2013,these rules to regulate listed companiesdividend distribution has certain guidance function, but as a result of these regulations of lowlegal level, weak authority,the results in practice are not obvious.In view of the increasingly complicated and vitalizing securities market, and in view ofthe investment behaviors which decide the fate of the company development and theimportant function of securities market stability, the author thinks that with full respect for thelisted company and on the basis of autonomy, no matter the investigation from the legalsystem integrity, the concept implementation of fairness and justice, or from the balance ofinterests of different parties and implementation of the social responsibility of the company,it is necessary to improve the dividend distribution legal system. This system is mainly madeup of five parts, that is from the following four aspects to perfect:the specific legal provisions,shareholder returns planning, dividend distribution information disclosure,small andmedium-sized shareholders dividends. The first part of this article mainly introduces the basic theory of distribution of listedcompanies. It briefly introduces the basic content of dividend distribution from it’s concept,principle, payment rate, meaning, type, procedure and introduces the practices in these areasof United States, Germany, Japan to assist the article.The second part of this article introduces the dividend distribution plan of listedcompanies. Dividend distribution is not only a simple act, but a complete program ofestablishing distribution principle, distribution scheme, distribution way, the situation whichcan’t distribution and other details.And it also puts forward the principles of "the exceptionof no profit no distribution""cash dividends priority", the dividend distribution scheme bycategory decide by vote shareholders, and to establish a variety of modes of distributionincluding cash dividends, stock dividends, construction dividends.The third part of this article introduces the information disclosure system of dividenddistribution of listed companies in China.The information disclosure of dividend distributionis closely linked with protecting shareholders to take full advantage of the dividend, so it’svery important to strengthen the concept of return and disclosure consciousness, improve itsillegal disclosure cost in the current situation of our country listed company,and it’s of moreimportance to express listed companies to disclose information distribution range and content.In addition, the establishment of multilevel disclosure platform and comprehensivesupervision mechanism is also necessary.The fourth part of this article discusses the dividends system of the small andmedium-sized shareholders of listed companies.Small and medium-sized shareholders inChina was long-term oppressed under the background of "a single big",and to fully guaranteethe right of their voice, focusing on the construction of the illegal distribution responsibilitysystem and the mandatory dividend distribution litigation system. Among them, there is adetailed discussion on the mandatory dividend distribution litigation system. Considering ofthe system is introduced from abroad to home, it puts forward the principle of objectivism,theinversion of proof burden,the security in litigation system, and emphasizes the equity betweenthe judicial intervention and company autonomy..The fifth part of this article introduces the legislative status of dividend distributionsystem of listed companies in China and put forward its perfection. The current legal situationin China includes that the dividend premise is not clear, lack of relief of the illegal distribution,low level of the legal norms,which is not conducive to standardize the dividend distribution behaviors and safeguard the interests of investors. On the basis of it, from the specificprovisions of the dividend,the dividend plan, the information disclosure of dividenddistribution,the protection of the interests of small and medium-sized shareholders four anglesto raise recommendations for it’s perfect.