Research On The Claim Of Shareholder's Profit Distribution And Its Litigation Mechanism

Shareholders aim to get returns on their investments.Beneficial right is the core of shareholder's rights.The litigation system of shareholder's right of claim for profit distribution is an important system to guarantee shareholder's beneficial right,which can not only avoid the damage to the expected interests caused by the abuse of voting rights by other shareholders and the board of directors of the company,but also reasonably maintain the minimum degree of legal intervention in the internal affairs of the company.Such a litigation system,with independence,feasibility and legitimacy,is indeed necessary.Although it has been stipulated in the Provisions of the Supreme People's Court on Certain Issues Concerning the Application of the Company Law of the People's Republic of China(IV)issued in September 2017(hereinafter referred to as “Judicial Interpretation of Company Law(IV)”),there are still many controversies in the circle of law,and also some difficulties in practice.Therefore,by taking it as the topic,this paper studies the the related issues about shareholder's right of claim for profit distribution and its litigation mechanism.This paper consists of three parts: the introduction,the main body and the conclusion.Starting from the theory of shareholder investment protection and other theories,through the comparative method,this paper compares the domestic and foreign legal provisions,systems and practical experience,and analyzes and explains the applicable conditions of litigation.Both the analysis and study in this paper are based on the full elaboration of the applicable conditions and basic requirements of shareholder's right of claim for profit distribution.The introduction serves as a guide to the basic situation and problems of shareholder's right of claim for profit distribution in practice,and summarizes the situation that the current legal system in China is difficult to guarantee the rights and interests of shareholders.Shareholder's profit distribution is the priority of shareholder's right of claim for profit distribution.It is the premise of improvement to identify and admit that there are still some flaws in China's legal provisions concerning shareholders' profits distribution.The first chapter puts forward the issue to be discussed.It first introduces the problems of shareholder's right of claim for profit distribution through a case,and then,through the discussion of the case,it analyzes the difficulties and confusion in the litigation practice of shareholder's right of claim for profitdistribution.Then,through the analysis of the current research situation and legislative rules in China,especially the discussion of the three provisions on the distribution of shareholders ' profits in the newly issued Judicial Interpretation of Company Law(IV),it fully affirms its breakthrough significance,and at the same time illustrates the shortcomings.The second chapter analyzes the legal basis of shareholder's right of claim for profit distribution.First of all,it summarizes the shareholder's right of claim for profit distribution,explains the basic concept of shareholder's right of claim for profit distribution-the related concepts of shareholder's right of claim for profit distribution,and clarifies the peculiarity of creditor's rights.Then it defines the legal basis of shareholder's right of claim for profit distribution.The litigation of shareholder ' s right of claim for profit distribution embodies the principle of minimum intervention of law.It also discusses the relationship between corporate autonomy,judicial enforcement and shareholder's right of claim for profit distribution.To protect the legitimate interests of shareholders,it is necessary to follow the principle of equality of shareholders,the principle of prohibiting the abuse of rights and the principle of mobilizing the initiative of shareholders.The third chapter demonstrates the key elements of shareholder's right of claim for profit distribution.The first element is the company's long-term non-distribution of profits.To judge whether it is reasonable for the company not to distribute profits for a long time,the following factors can not be ignored: the company ' s regulations on profit distribution,the development stage of the company,the completion of the major business plan of the company,the time and the amount of profit,etc.The second element is the abuse of rights.Also,it is necessary to combine the exercise procedural rules of the voting rights,the shareholder's purpose of exercising the voting rights and other factors so as to carry on comprehensive judgment.The third element is the damage to the legitimate interests of shareholders.The loss of shareholder's expected profits is the essence of the problem of shareholder's profit distribution.Moreover,there should be a causal relationship between the loss of shareholders and the abuse of voting rights.Long-term non-distribution of profits is the manifestation,the abuse of voting rights is the cause,and the damage of shareholders' interests is the consequence.Only with the combination of the three,the company's non distribution of distributive profit can be regarded as infringement and violation of law.The fourth chapter constructs the procedural rules for the litigation of the claim for shareholder's profit distribution.The litigation of shareholder's claim for profit distribution is independent and can solve the disputes in the distribution of shareholders' profits with less judicial resources.Through the comparison and reference of the foreign litigation system,the litigation design of shareholders' profit distribution in China is clarified,including the subject of litigation,the burden of proof,the defense and the court decision.The prosecutor is a relatively weak shareholder.The defendant is the company but not the board of directors and the board of shareholders.The burden of proof is thedistribution of the burden of proof and involves the risk of losing the lawsuit.The defense is the justification for the company's liability exemption in non or less distribution of profits,and the balance between the autonomy of the company and the reasonableness of judicial intervention.The the court decision may adopt a limited distribution judgment,which is a double protection for the autonomy of the company and the judicial justice,and can help achieve the appeals of shareholders through protecting the autonomy of the internal negotiation of the company and determining the distribution proportion.The conclusion outlines the emphases of this paper and puts forward some suggestions on the basis of Judicial Interpretation of Company Law(?).