Study On Protection Of Shareholder's Dividend Rights In Limited Company

Dividend income and capital gain are the main components of shareholders' investment incomes.The right to dividend distribution is one of the important contents of shareholders' interests,which is closely related to the dividend income.Affected by double taxation,actual dividend,expansion psychology,internal supervision,limited liability company keeps its profits in the company.It does not hold shareholders' meeting,not discuss the dividend program,not form a dividend resolution,etc.Shareholders' right to dividend distribution is in numerous obstacles.In dividend distribution cases in recent years,the court rarely support plaintiff's petition of company dividends before dividend resolution from shareholders' meeting,according to the current provisions of profit distribution program,as well as the concept of justice respecting the autonomy of company.At the theoretical level,the scholar has demonstrated the legitimacy of the judicial remedy of the right to dividend distribution,which is based on the theory of corporate autonomy,shareholder autonomy,business judgment rule and the principle of reasonable expectation of shareholders.Since the theory has supported the system of protecting the right to dividend distribution,the right in practice is difficult to achieve effectively,the crux of the problem lies in the legal provisions of protecting the right to dividend distribution.Interpreting China's current legislation on the principle,procedure and remedy provisions about company dividends,we find judicial remedy of the right to dividend distribution is not good enough.Analyze contractual arrangement on the right and its limitation,as well as shareholders' withdrawal mechanism for the plaintiff,the lawsuit on the resolution from shareholders' meeting,or direct lawsuit to the directors,senior managers and other shareholders when shareholders resort to law for dividend distribution.Explore the application,advantages and disadvantages of various remedies of the right,and then drawing the conclusion that it is difficult for domestic legislation to protect the rights effectively.To learn from overseas experience,the author sorts out representative dividend rights protection system in common law system and civil law system: accumulated earning tax,equity buyout,and mandatory dividend payment in the United States;unfair prejudice in Britain;equal treatment of shareholders,fiduciary duty,and exiting company in Germany;the commercial code of Macao requires that the articles of association must define the proportion of earnings allocated to shareholders clearly.overseas dividend rights protection system inspires us to improve our legal provisions of protecting the right to dividend distribution from tax,legislative idea,legislative technology and other aspects.Return to the protection system of the right to dividend distribution in our country.In order to improve it in the case of capital majority rule,we must pay attention to the combination of contractual arrangements and judicial remedies,which attaches great importance to the contractual arrangements for dividend,especially when the amendment of the articles of association changes dividend agreement.The plaintiff should make a definite claim when he/she resort to law.As to judicial remedies of the right,we should define the boundary of judicial intervention in corporate autonomy clearly,which means the legitimacy,scope and extent of judicial intervention in corporate autonomy.We should pay attention to the specific problems of judicial remedy of the right to dividend.At present,the problems are how to establish minimum dividends in company law,how to establish the lawsuit of mandatory distribution,how to reconstruct the procedure of the right to repurchase,how to clarify the connotation of abuse of shareholders' rights.