Judicial Relief On The Claim Of Shareholders' Surplus Distribution

Shareholder's claim for earnings distribution is an important right for investors,i.e.shareholders of a company,to realize their investment expectations.It can be divided into two kinds: shareholder's specific claim for earnings distribution and abstract claim for earnings distribution.In the actual operation of a company,large and small shareholders often suffer from conflicts of interest due to the heterogeneity of interest demands and the insufficiency of contractual arrangements of the company,which results in the damage of minority shareholders' claim for earnings distribution.This is most obvious in closed companies.In our country,because the issue of earnings distribution belongs to the category of corporate autonomy,our legislation and judicial practice have given the company a great deal of autonomy space,the judiciary generally holds a conservative and neutral attitude to whether the company earnings distribution.Just as the exercise of any right has boundaries,corporate autonomy is limited and boundaries.In the distribution of earnings,we should not only plan the long-term development of the company,but also balance the interests of all parties,especially the interests of small and medium-sized vulnerable shareholders.According to the provisions of the Company Law of our country,the prerequisite for shareholders to request the company to distribute earnings is that shareholders(large)of the company will form a decision on the distribution of earnings.According to the resolution,shareholders can sue companies that do not distribute earnings in accordance with the provisions.At this time,shareholders' claim for earnings distribution has been transformed into the nature of creditor's rights,so the court can distribute the earnings compulsorily according to the theory of creditor's rights.However,due to the conservative and vague provisions in legislation and the strict neutrality in judicial practice,when theshareholders' meeting fails to make a decision on the distribution of earnings or decides not to distribute earnings,the court takes a rather cautious attitude towards the minority shareholders' Abstract earnings distribution claim.Although Articles 20 and 21 of the Company Law stipulate that shareholders and directors should be liable for compensation if they abuse their rights to cause losses to companies and other shareholders,this article is not specifically aimed at the distribution of shareholders' earnings,and the abuse of rights is only one of the reasons for the suppression of large shareholders.In addition,although the system value of the claim for abstract earnings distribution has been affirmed in Judicial Interpretation of Company Law IV,its provisions are far from meeting the needs of reality:the provisions on "shareholders' abuse of rights" neither specify its specific situation nor give the criteria for judging "shareholders' abuse of rights",which will lead to the use of discretion by various courts in the trial."Different judgments in the same case" result in confusion in judicial practice;but the condition of judicial intervention is only "shareholders abuse their rights",which is too single.There are many kinds of suppression actions by large shareholders in practice.The provisions can not cover other situations that infringe on minority shareholders' earnings distribution claim rights;in addition,the proviso provisions of this article can also be understood as only the second part of the Company Law.The refinement of Article 0 has played an oath role in form,but in essence it still can not play a role in protecting the rights and interests of small and medium-sized shareholders.Therefore,we need to seek theoretical support for the legitimacy of judicial intervention in disputes over the right to claim for corporate earnings distribution.This is not only a revision of the limitations of capital majority rule and business judgment rules,but also a requirement of corporate contract theory and corporate justice principles.Therefore,in order to improve the judicial remedy of shareholders' earnings distribution claim,the court should play its subjective initiative and make up for the loopholes in the existing system.Specifically,by drawing lessons from the experience of the United States,Britain and other countries and theoretical research of domestic scholars,the conditions for judicial intervention in corporate earnings distribution should be clearly defined.On the basis of respecting the rules of corporate autonomy and business judgment,the principle of reasonable expectation is introduced as a criterion to judge whether shareholders haverepressive behavior,so as to broaden the space for judicial intervention.For the lawsuit of compulsory surplus distribution,we should improve the judicial review standard,the identity of plaintiff and defendant,the distribution of burden of proof and the specific amount of surplus distribution on the basis of exhaustion of internal remedies by shareholders.