Judicial Intervention On The Reasonable Boundary Of The Company's Profit Distribution

Getting profit distribution is often the only way for small and medium shareholders to recover their investment costs.The major shareholders in charge of the company's management power is relatively diversified in recovering investment costs.Therefore,the use of the company's residual profits for the distribution is generally not the primary choice of major shareholders.The principle of capital majority decision of the company determines that the different wishes of the minority shareholders can only be overwhelmed and absorbed by the will of the major shareholders.The profit distribution rights of small and medium shareholders are hard to be guaranteed within the scope of company autonomy.At the same time,whether to distribute profits,how much profit to distribute,and how to distribute profits is a typical commercial judgment.It belongs to the category of corporate decision makers' autonomy based on business judgment rules.If the judicial system wants to intervene,it is necessary to grasp the principle of appropriateness and pay attention to reasonable ways.Although the timely introduction of the “Judicial Interpretation of Company Law(4)”on the judicial relief of shareholders' profit distribution claims for the first time,the principled interpretation clause left many confusions and problems for judicial practice.The boundary of judicial intervention company profit distribution is still blurred.Therefore,it is imperative to return to the latest judicial application issues and propose solutions in a targeted manner to further explore the rational boundary of judicial intervention in the company's profit distribution.Firstly,based on the theory of profit distribution in domestic and foreign countries,this paper puts forward the substantive meaning of the company's profit distribution from the perspective of shareholders,and lays the foundation for the identification of disguised distribution of profits.And,the author returns to judicial practice to refines and summarizes the typical problems of the shareholder's profit distribution request right in the judicial practice of China after the implementation of the Judicial Interpretation of the Company Law(4).Then,the author compares and summarizes the advanced experience of the profit distribution system in the United States,Germany and Japan,and paves the way for the analysis on the boundary of judicial intervention of company profit distribution.Finally,the author analyzes the judicial intervention should be discussed on the premise of the abuse of capital majority,the principle of respecting corporate autonomy and appropriate intervention,and taking into account the characteristics of different types of companies.And,on the basis of concept analysis,foreign useful experience and idea boundary discussion,the author puts forward constructive opinions and suggestions on the confusion and problems of judicial application in China,and clarifies the specific boundary of judicial intervention of the company's profit distribution.