Research On Judicial Remedy For Shareholders' Right To Dividends In Limited Liability Company

The right to dividends,one of the most important beneficial rights,manifests that the shareholders are the owners of the Company.The exercise of it imposes a great influence on shareholders' enthusiasm for profit and investment and also plays an important role in the development of company's overall system in China.However,the Company Law and its judicial interpretations only have principal provisions concerning this right and there is no guidance to these cases,which results in the inconformity in judicial cognizance and extensive existence of “same details of cases bringing about different rulings”.In this way,shareholders' right to dividends would not be protected as expected.This dissertation will discuss the handling of the disputes arising from dividends-distribution,combining related theory of company law,through case-analysis method,which comes to find a reasonable way to reach a balance between the judicial intervention and company autonomy and finally to solve these disputes effectively.The dissertation explores the following issues in three chapters:The first part of the first chapter is the empirical analysis on the typical domestic cases concerning shareholders' right to dividend in a limited liability company.The second part divides the disputes into two categories,treated differently in the juridical practice and manifesting two levels of shareholders' right to dividends.Then it summarizes the reasons why the disputes over shareholders' right to dividends happen from the real cases.The second chapter studies three main types of judicial remedy to shareholders' right to dividends and their defects.The two of them are provided by the Company Law but they can't protect shareholders' right to dividends effectively;while another type of judicial remedy is more common in the practice,which is to directly bring a suit against the company and claims for the payment of the dividends.Because there's no specific laws and judicial interpretation concerning the third type of remedy,judges tend to hold a conservative attitude toward the intervention of dividends affairs of the company and require the existence of internal resolution,which results in a reduction of the protection to shareholders' right to dividends.The third chapter studies the improvement of the judicial remedy for shareholders' right to dividends.To solve aforesaid problems,business thinking and the balance of judicial intervention and company autonomy are required.What's more,we can construct the suit of compulsive surplus allocation to avoid the phenomenon of same case receiving different sentences and improve the protection of shareholders' right to dividends.