The Judicial Remedies For The Rights Of Minority Shareholders To Dividends

To receive the declaration and distribution of dividends is the main purpose of shareholders to invest a company.However,in the close corporation like the limited liability corporation in China,the benefits preference of majority shareholder often varies from that of minority shareholder,leading to the damage of the right of minority shareholder to dividends frequently.The Corporation Act of People's Republic of China only provides some principal clauses about the right of shareholder to dividends but no clauses about the remedies.Therefore,when the right is damaged,it can not be protected,relieved or compensated without legal basis.This article combines the cases study with the theory analysis,reflecting the problem of the deficiency of protection mechanism of the rights of minority shareholders to dividends.This article studies and compares the British Unfair Prejudice Remedies and the American case law based on Shareholder Oppression Doctrine,providing experiences and references for us to improve and perfect the protection mechanism of minority shareholders' rights to dividends in our country.The writer discusses the justification of the court to intervene in the corporate governance based on several doctrines,and analyzes the limitation of the judicial intervention.Finally,with the study results of overseas experiences,current legislative and judicial situation of our country,the writer brings up some proposals and suggestions about how to establish or improve the relevant judicial institutions to protect the minority shareholders' right to dividends.The introduction part describes the background of this research in our country,shows the deficiency of legislative and judicial protection and introduces the questions and issues that this article is going to study and solve.The first part discusses the necessity of the judicial remedy to the minority shareholders' right to dividends from the practical aspect and theory aspect.The second part introduces the British Unfair Prejudice Remedies and the equitable remedies in the American case law based on the Shareholder Oppression Doctrine and summarizes the experiences we can learn from these two countries.The third part tries to provides some suggestions to establish the institution of actions to compel the declaration of dividend to minority shareholder,including the basic principles,proceeding rules and trial approaches.Then,this part gives some proposals to improve the institution of appraisal rights of the dissent shareholders and judicial dissolution system in our country.