On The Judicial Relief Of The Right Of Claim For Shareholder's Forced Surplus Distribution

The conflict between Henan Thinking Automation Equipment Co.,Ltd and Hooke 's Surplus Distribution is that it is not appropriate that the court only to respect the autonomy of the company on the grounds that the dismiss of small shareholders surplus claims.At present,the plight of the court is not only related to the misunderstanding of corporate autonomy,but also with the company's surplus distribution system legislation omissions.There is a limit to the principle of corporate autonomy,which can not be contrary to the principle of corporate justice.The court should try its best to bring its subjective into play,and try to remedy the loophole in the existing company law in judicial judgments.The purpose of the shareholder to invest companies is distribution of surplus,especially for small shareholders who do not have the right to operate the company;the surplus distribution is almost the only way for them to get a return on investment.According to the relevant provisions of the "Company Law",for the company distribution surplus,the conditions of the company's surplus distribution must be allocated;and it must be resolved by the board of shareholders.Without the resolution of the board of shareholders,it can not be achieved but just as a kind of expectation right.In the practice of the company's operating,the company's major shareholder control the board of shareholders,when the company has the conditions for the distribution of surplus,they get over the public reserve funds,or by offering high bonus to senior executive to gain benefits,as a result,the interests of minority shareholders are damaged.In order to protect the shareholders' right of distribution,public power should give appropriate intervention to the company's surplus distributes.It is the most effective way to give shareholders the right to force a claim for litigation.This paper will start from the surplus distribution of judicial practice and china's surplus distribution legislative omissions.Then,the introduce of the specific problems and procedural issues of the action of force surplus distribution,which explore a practical and effective way to protect the rights of shareholder's surplus distribution.