Research On Litigation Of Shareholders' Claim To Declare Dividends In Companies With Limited Liability

As a proper right of the shareholders of a company with limited liability,any organization or individual is not allowed to deprive their right to claim for profit distribution without the permission of law.However,the situation is far from satisfactory.By abusing its absolute superiority or the principle of capital majority,the majority shareholders damage the rights of minority shareholders to claim for profit distribution.Although PRC's Company Law has ruled some of these conducts,the legal provisions related to it have their own limitations.Besides,the justiciability of abstract claim for profit distribution has not been fully accepted by academic and judicial circles.All the elements mentioned above contribute to the incomplete protection of minority shareholders' rights,especially in companies with limited liability.Therefore,it is necessary to introduce the litigation of profit distribution.Through my analysis of the basic theories in profit distribution,it came out that the profit distribution is the ultimate goal of the investments,and thus became one of the most important inherent rights of shareholders.Then I analyze the structure of profit distribution and introduce the theory of power abuse on the basis of previous research,it came out that the damage on shareholders' claim for profit distribution was caused by power abuse to make decision.The second chapter demonstrates the specific situations in which minority shareholders' claim for profit distribution is damaged in companies with limited liability.An analysis on the relief methods provided by the PRC's Company Law shows that the legal interests of minority shareholders are not well protected.The factors above contribute to the necessity of the construction of litigation of profit distribution.Then I collected different views and quarrels from academic and judicial circles,and it turns out that most of them do not support the justiciability in abstract claim for profit distribution.The so-called ‘dispute in profit distribution' is just some kind of creditor dispute,which cannot be mentioned in the same breath with the litigation in American legal system.The third chapter gives a full picture of litigation of profit distribution in America and Britain,where the system was established and developed.Specifically the basic theories,articles of law and judicial precedents are included.In America,the litigation of profit distribution is considered to be an exception and necessary supplement to business judgment rule.In Britain,the unfair prejudice remedy system is the main method being applied to deal with such kind of litigation.Besides,the theory of contracts lays a solid foundation for the intervention of law into company autonomy.The last chapter mainly talks about the construction of the litigation of profit distribution in China,the system of which draws lessons from both America and Britain,and is designed on the basis of China's actual condition.Every segment has been taken into consideration,such as the requirements of prosecution,the confirmation of two parties,the burden of proof and the judgment.The last part of the thesis mainly talks about the boundaries between the intervention of law and company autonomy.Great attention must be paid to the prudence and limitation of the intervention.