On The Litigation Protection Of The Minority Shareholder's Profit Distribution Request Right

The purpose to set up a company is to get a return on investment,profit distribution is of great significance for shareholders to obtain investment returns,which is especially important for minority shareholder of a limited liability company.Under normal circumstances,the company has the right of autonomy in its internal affairs,but when the autonomy cannot solve the profit allocation disputes between shareholders,it will undermine the profit distribution claim of minority shareholders.According to the law and existing practice of our country,we are still unable to find the direct basis for protection of profit allocation claim,"Provisions of the Supreme People's Court on Certain Issues Concerning the Application of the 'Company Law of the People's Republic of China'(?)(draft)"has tried to solve this dilemma,but the relevant regulations still need to be improved.This article discuss by useing the methods of literature research,systems analysis,comparative analysis,addressesing the protection of minority shareholder's profit allocation claim by three parts,aiming to perfect the system of action about our profit allocation claim protection:The first part of this paper analyzes the nature of the profit distribution claim,implementation must rely on others specific behavior,the natural defect determines it need to be protected by a third party forces,profit allocation is the company's self-government matter,but the limitations of company autonomy will lead to minority shareholders's profit distribution right be violated.In the company,minority shareholders are in a weak position,which requires external forces come in to relieve them.The nature of jurisdiction determines their involvement in company 's profit distribution is rational,where is the limit that the judicial organs shall step in company's profit distribution,which requires the court must respect the company's reasonable business judgment,can only accept and hear those cases that the company autonomy cannot solve,only when small shareholders are squeezed leading to the fairness and justice value are damaged,the court will only be allowed to support shareholders' profit distribution claim aiming to protect the weak.The second part indirectly combs the existing lawsuit system in company law on the protection of profit distribution claim of minority shareholder,namely the lawsuit of illegal resolutiont,the share repurchase right of dissent shareholders and company mandatory dissolution,and then discusses a few of typical local provisions,so that we know the court's attitudeprofit toward profit distribution right of claim in practice,and the fact that profit distribution right of minority shareholders lacks direct relief,at last,we mainly discuss the relevant provisions in "Provisions of the Supreme People's Court on Certain Issues Concerning the Application of the 'Company Law of the People's Republic of China'(?)(draft)",indicateing the point that litigation protection shall be applied to protect shareholder's profit allocation claim,meanwhile,we should stress the judicial intervention must be restrained,which reveals the reality that the small shareholders' uncertain profit distribution claim don't have direct relief way.The third part firstly puts forward two principles that should be followed in this kind of action,which is the principle of exhaustion of internal remedies and the principle of judicial intervention caution,secondly gives concrete suggestionsins about procedural revisions,mainly discussing the embodiment of procedural rules.