Analysis Of Judicial Judgment To The Disputes Of Dividends Of The Limited Liability Company

The rights to dividends is an important shareholder's right.Getting distribution from the company is the fundamental purpose of investing for shareholders.For the Limited Companies,especially the listed companies,the price of the stock is linked to the earning of the company.In addition to getting distribution from the company,shareholders could sell the stock in the secondary market to gain return as well.Because of the closure characteristic of the Limited Liability company,the transfer of the shares may be restricted in many ways.If the shareholder cannot achieve profits,the relief channels provided by the current "Company Law" are mostly passive,and these relief measures are faced with the problem of high cost,strict applied prerequisite,access to referee support more difficult predicament.When the company decide to distribute no profits,distribute less profits according to the shareholders' meeting,or even not convene the shareholders' meeting in the long-term,thus there is no other way for the shareholders to gain return on investment.Lacking protection for shareholders' right to dividend is highlighted recently.150 published legal documents on profit distribution disputes are widely collected in this article,through such channel as“pkulaw.cn”,“wenshu.court.gov.cn”,the supreme people's court announcements and legal precedents of the courts at all levels.We analyzed the main reasons for cases disputes,the court's attitude,the court's support situation and reasons,and the way of eventually referee,etc.Collecting and analyzing numerous cases,it can be found that the current standard of judicial practice is disunity,and there are different opinions of whether the abstract profit distribution right of claim is the basis of the profit distribution right of claim filed by the shareholders.The phenomenon of “the different verdict in the same kind case” frequently makes people disoriented when they apply with law;And The court is cautious to the dispute,takes a passive attitude in judgment,and decides a case without subjective initiation;Court judge has not pertinence and enforceability,and most profit distribution disputes are still in pendent condition,for rough type judgments are made by the court.Aiming at the similarity of the cases,this article concluded the precondition of the current court intervention to the profit distribution,such as distributable profit,subject eligibility of the parties,a burden of going forward on private parties and so on.The profit distribution disputes of the companies can be divided into two broad categories,shareholder lawsuits based on the shareholders' committee resolution or not.Therefore,we must hope for establishing establish clear and operable court judge principles and standards for each type of case through analyzing of the different types of disputes.When court has no straight right to judge profit distribution,we suggest that the court can consider making a discretionary decision,realize judge end disputes of social effect and restore the company's procedural operation.This article is divided into four parts for studying judicial adjudication on profit distribution disputes of the limited liability company.The first chapter is based on sorting a lot of court documents to explain the whole situation of furious conflicts of interest between minority shareholders and controlling shareholders.We carefully read the sample cases and discuss the attitude of the current court intervening to profit distribution disputes,the reasons of judicial adjudication,and the ways of judicial referee,which explains the problems existing in the current judicial judgment of the current company profit distribution disputes.So that the article can analyze the court's different referees by applicable condition and reasons to set up the basic principle of judgment how to do judicial intervention to the company disputes.The second chapter summed up the premise elements of the court intervention,including the principle rules of “company law”,the procedure of the profit distribution of the company and the demand of the entity's request,the criterion of the parties to the profit distribution dispute,a burden of going forward on private parties and so on.And it discussed that the controlling shareholders abused the principle capital majority decision,and the court should review on the extraction of optional accumulation fund.The third chapter labored the specific claims of the profit distribution disputes in the companies,which have their shareholders' committee.If the shareholders' committee resolution was invalid or revocable,the court should review mainly on the legitimacy.And under the special circumstances,it can also review the rationality of the resolution.To solve the disputes between shareholders and company in a practical and effective way,and refine the court trial,the court judgment ways should be divided into procedural judgment and discretionary judgment.In most cases,the court should make a procedural judgment to require companies to reopen the meeting about the distribution resolution.Only the controlling shareholders abused capital majority decision,the court can be allowed to make a discretionary profit distribution judgment directly.The fourth chapter discussed numerous cases without the shareholders' committee resolution,the court should intervene to the profit distribution in a company in necessity and rationality,including: guaranteeing the interests of minority shareholders,the company's the principle of justice,analyzing mentally characters based on shareholders in the limited liability company,and ensuring the path to the rights of shareholders' comprehensiveness and feasibility.But we should realize the court intervention to the profit distribution disputes is belong to the addition to the basic principle,so it confined in a reasonable limit by the laws and regulations.We suggest that the court should choose procedural verdict or substantial verdict to solve the profit distribution dispute between shareholders and the company for specific case according with certain conditions.