Analysis On The Legislative Defects Of Shareholder’ Dividend Rights In Unlisted Company

Shareholder’s dividend rights is an important reason for shareholders’ investment in the company. Small shareholders are regarded as the company’s "vulnerable groups". To protect the shareholders’ dividend rights is important in preventing major shareholders oppress the minority shareholders and protecting the minority’s interest. Because of the strong sense of autonomy of limited liability company, when shareholders disgruntle at the company’s surplus distribution plan of the company, they can "vote with their hands" to approach against the resolution, while public company has a large open market, when shareholders dissatisfied with the company surplus allocation schemes, they can "vote with their feet" to drop out. But unlisted company is neither like limited liability company which has high personal combination nor like public company which has a large free market. It is most likely to produce surplus distribution issue. Therefore, this paper mainly focuses on unlisted company for shareholders’ dividend rights.This paper mainly focuses on the legislative provisions and the analysis of judicial practice on the shareholder’s dividend rights. It is divided into three parts. Part I talked about in real limitations of the shareholder’s dividend rights based on the evolution of the law. This part separately argues from the determination of the percentage of shares which shareholders held by, the boundary of the articles of association autonomy, shareholder’s exit mechanism, shareholder’s lawsuits, which combined with real cases in practice to clear the problem.Part II analyze of the system about the act of unfair prejudice and expectation interests of United Kingdom and the best commercial principles on shareholder relief system in the United States, and shareholder’s relief rights in other countries, with a view to providing reference and reference for China.Part III lists the current protection of minority shareholders of the advantages and limitations of the system. The new third board system(an over-the-counter market for growth enterprises) operates a new exit channel for the shareholders of unlisted company. But there are also some limitations such as China has provided a dissenting shareholder appraisal rights, but its scope is very narrow. Then the article put forward three proposals based on China’s current problems in legislation and judicial practice. Firstly, the articles of association autonomy should not violate the laws and regulations of the relevant provisions of the Statute, and must not restrict the inherent rights of shareholders, nor to deprive small shareholders’ interests by the principle of Majority Rule. Secondly, we can use the ways of prevention ex ante, ex post facto oversight, draw lessons from United Kingdom practice, create unfair prejudice action. Thirdly, best business judgment rule in the context of today’s society should be redefined.