Research Of Legal Protection Of Claim For Profit Distribution Of Shareholder

The distribution right of shareholders' earnings is stipulated in article 4 of the company law,which refers to the right of shareholders to invest in a company and obtain asset income from the company.Due to the small number of shareholders in limited liability companies,most companies have uneven shareholding ratio.Therefore,under the voting mechanism of capital majority decision,the earnings distribution rights of minority shareholders are often suppressed by the major shareholders,which cannot be successfully realized by the shareholders.Compared with the limited liability company,the joint stock company's characteristic of "endowment" is more fair and open,so it is more meaningful to discuss the legal protection of shareholders' right to claim earnings distribution in the category of limited liability company.When the shareholder's right to distribute earnings of a limited liability company is suppressed,the shareholder shall have the right to request the court to force the distribution of the company's earnings according to article 13,article 14 and article 15 of the judicial interpretation of the company law(iv)and article 4 of the judicial interpretation of the company law(v).Which company law judicial interpretation(iv)"article 13 is the distribution of disputes the parties to the company rules of litigation status,article 14 of the shareholders may,in accordance will make a specific request the company to pay the profit distribution resolution of the provisions of the article is in view of the shareholders will not make a specific allocation decision,the court shall be rejected demands.However,article 15 also provides for an exception,that is,when a shareholder abuses the rights of the shareholder and causes the company not to distribute profits,causing losses to other shareholders,the shareholders may request the company to pay profits.Article 4 of the judicial interpretation of company law(v)is the provision on the allocation of time.The above four law is our country the main company surplus allocation dispute cases of law,due to the company law judicial interpretation(v)in 2019 using this referee's case is less,and the provisions of the provisions of the distribution of time more detailed,so no more obvious in the judicial practice the use of the dispute.However,the three articles of the judicial interpretation of company law(iv)have four problems in the application of judicial practice.Second,there is a lack of coordination between the judicial interpretation and the company law.The company law clearly stipulates that the distribution of company profits is not necessarily made by the shareholders(large),and the distribution document signed by all shareholders is also valid.Third,due to the lack of clear identification standards for the identification of abuse of equity in China's laws,there is a phenomenon of polarization in the practice field.Fourth,the court in the trial of the company's earnings distribution disputecases,there are unreasonable distribution of the burden of proof,resulting in the minority shareholders' earnings distribution claim rights can not be truly effective protection.This paper focuses on the above issues and is divided into the following six parts:The first part of the article is the introduction.This paper introduces the research background,domestic and foreign research status,research significance,research methods,as well as the difficulties and innovations of the paper.The second part of the paper is the theoretical basis of the full text research.According to the criterion of whether the shareholders' meeting makes effective distribution resolution,the claim right of earnings distribution is divided into concrete claim right of earnings distribution and abstract claim right of earnings distribution.Whether concrete or abstract,the right of surplus distribution belongs to property right and should be protected by law.But belongs to the internal affairs of surplus distribution,cannot replace the company with the judicial autonomy,so the company did not make allocation decisions,only appeared have shareholders abuse has violated the principle of good faith,the law will protect the shareholders of abstract surplus allocation right of claim,the legal protection for shareholders to abstract the distribution right of claim to make up for the disadvantages of the capital majority.The third part is case analysis.Based on the analysis of the company's earnings distribution dispute cases from 2017 to 2019 published by the China judgment document network,the author finds that the plaintiff's winning rate in the earnings distribution dispute cases in China is relatively low,and the court takes a cautious position on the claim right of abstract earnings distribution.By sorting out the common focus of disputes in the hearing of corporate earnings dispute cases and their judgment paths,it is found that the focus of disputes in the case of corporate earnings distribution is mainly reflected in the following three aspects: whether there is a distribution scheme;Whether there is abuse of equity resulting in non-distribution;Whether the shareholder has the litigation subject qualification.The fourth part of the article selects eight cases of "same case and different judgment",and USES specific cases to explain the problems existing in the judicial practice of the legal protection of the right to claim for earnings distribution of shareholders in China,and makes a detailed analysis of the relevant cases.The fifth part is countermeasures and Suggestions.In view of the four problems in China's judicial practice,this paper puts forward four Suggestions for improvement.2 it is to clear the standards by abusing the shareholder rights,and determination of the misuse of equity countries outside are "unfair damage rules","the principle of legitimate expectation","faith obligation principle" three standards,the article is based on the reality of our country,from the Angle of comparative law,three standards for reference,that may be established in our country is given priority to with reasonable expectation,faith obligation is complementary standards;Thirdly,the burden of proof should be reversed on the basis of the preliminaryproof completed by the plaintiff.Fourth,we will improve the supporting legal protection system.The sixth part is the conclusion,which summarizes the whole paper.