Research On The Judicial Relief Of Shareholders' Right To Dividends

The shareholders' right to dividends is a right that a shareholder is entitled to request the company to distribute the surplus when qualified profit available to the company,based on his qualification and status of shareholder in the company.As one of important rights of shareholders,the right to dividends is closely related to a shareholder concerning the acquisition of profit,as the main purpose for a shareholder to invest on a company is to obtain return.However,there are many cases where the shareholders' right to dividends cannot be realized.For instance,some major shareholders maliciously exclude minority shareholders with the method abusing their right to decide that the company would not do surplus allotment,or do a reasonable allotment.When facing a difficulty that the right to dividends cannot be realized,shareholders can take measures,such as the repurchase rights for dissent shareholders,the right to claim the invalidation and revocation of decisions made by shareholders meeting or general meeting and so forth,to seek remedy.But all these remedies are imperfect and have limitations,which cannot solve the problems with regard to the distribution of surplus.Decision of the Supreme People's Court on Amending Provisions on Issues Relating to Application of Company Law of the People's Republic of China(IV)(hereinafter referred to as the judicial interpretation(IV)of company law)issued by the Supreme Court in December of 2016 has explicit provisions regarding to cases of the right to dividends,which provides shareholders with the most direct,effective and final remedy method.There is a strong theoretical basis for the judicial relief of shareholders' right to dividends,and within this method,shareholders can not only stay in company,but also obtain relief directly.Besides,it can alleviate awkward situations in judicial practice.However,this judicial interpretation(IV)just passed with only three provisions,which are not specific enough and lacking in practical guidance.Besides,in the previous judicial practice,the judgments of disputes on the surplus allotment made by various courts are inconsistent,but we may find that most of the courts believe that the surplus allotment belongs to the scope of corporate autonomy,and according to the principle that the judicial intervention of company autonomy should be cautious,the remedies taken by courts for the infringement on the shareholders' right to dividends are very limited,thus it is difficult to get guidance fromprevious judicial practice.Therefore,it is essential to research on the judicial relief of shareholders' right to dividends and carry out a comprehensive analysis.Apart from the introduction and conclusion,the full thesis is divided into four chapters.Part I-the Conditions where Shareholders' Right to Dividends is infringed and its main reasons.In this part,conditions where shareholders' right to dividends is infringed are introduced,and the main reasons why this right may suffer infringement are explored.Part II-the Establishment of Judicial Relief of Shareholders' Right to Dividends.Some opinions on the judicial relief of shareholders' right to dividends proposed by scholars are briefly introduced in this part,then it points out that there are deficiencies in opposing views and there is a strong theoretical basis for the judicial relief of shareholders' right to dividends.Moreover,the relevant provisions of this judicial relief stipulated in the judicial interpretation(IV)are stated in detail.Part III-the Breakthroughs and Limitations of Judicial Relief of Shareholders' Right to Dividends.The establishment of judicial relief of shareholders' right to dividends has a positive and far-reaching significance.And there are breakthroughs and limitations in the protection of shareholders' right to dividends,so it is necessary to resolve and improve it in practice continuously.Part IV-Thinking on the Improvement of Judicial Relief System of Shareholders' Right to Dividends.In this part,it proposes that there are boundaries on the judicial remedy.And through the experience of the United States,the United Kingdom and France,only certain conditions satisfied can shareholders seek the direct judicial relief on their right to dividends successfully.In order to safeguard this right,this part studies the specific system of judicial relief in terms of qualified subjects and the determination of the amount of surplus distribution.