Research On The System Of Legal Remedies For The Shareholder's Right To Dividends

The Shareholder's Right to Dividends is one of the most important equity interests in the field of surplus distribution.However,in the limited liability company,due to the lack of freely traded open markets and effective supervision and management mechanisms,the right of minority shareholder to dividends is often oppressed and infringed,especially when majority shareholder violates the principle of equality of shareholders and abuses its right of controlling.Based on the Corporation Act of People's Republic of China,this article takes the perspective of limited liability company,by the means of the cases study and the theory analysis.With the study results of current legislative and judicial situation of china and overseas experiences,reflecting the limitation of the existing legal remedies system on the protecting of shareholder's right to dividends.Finally,the writer brings up some proposals and suggests that China should take the measure of the internal adjustment mechanism and the external correction mechanism,the internal adjustment mechanism focuses on the private remedies.the external correction mechanism is intended to attenuate the impact of alternative remedies measures and complete compulsory litigation of dividends distribution.The content of this article is divided into three parts:introduction,body and conclusion.The body content includes five parts.The chapter one is the summarize of the shareholder's right to dividends.First,the writer points out that the foundation of existence of the shareholder's right to dividends lies in shareholder owns shares of the company.Then the writer analyzes the legal attributes of the shareholder's right to dividends.Including the general characteristics of equity,such as rights statutory sexual,rights simplex sexual,rights self-benefit sexual.Also,the difference between its legal characteristics of the abstract shareholder's right to dividends and the specific shareholder's right to dividends are distinguished in the process of exercising rights.The chapter two is about the theoretical foundation of why the shareholder's right to dividends should be protected.On the one hand,Alienation of corporate autonomy and an imbalance of interests among internal shareholders reflect its necessity.On the other hand,The reasonable expectation theory of shareholders,the principle of moderate inclination to minority shareholders and the principle of equality of shareholders also provide a reasonable basis for it.The chapter three discusses current legislative and judicial situation of legal remedies of the shareholder's right to dividends in our country.By analyzing the deficiencies of the Corporation Act of People's Republic of China and combining with case studies,several defects of our country's legal remedies system are exposed.The chapter four introduces the equitable remedies in the United States,the British Unfair Prejudice Remedies,and the principle of the prohibition of abuse of rights in France,that provide us with important reference value to complete the legal relief system of our country.The chapter five is about the writer's consideration and suggestions,which bears the weight of creation of this article.The writer's point of view is that the principle of the prohibition of abuse of rights should be a fundamental principle in the field of dividends distribution and the relationship between the company and shareholders should be rationally used.At the same time,the writer advocates the establishment of the internal adjustment mechanism and the external correction mechanism.For one thing,prior arrangement of the company's articles of association and internal adjustment through reasonable consultation should be the way of shareholder's private remedies.For another,compulsory litigation of dividends distribution should be completed in the aspect of the substantive requirements,the subject of litigation,the evidence and the judicial standard about confirmation.