Research On The Judicial Relief Of Shareholder’s Right Of Claim For Abstract Dividend Distribution In Limited Liability Company

The ultimate goal of shareholders’ investment is to obtain capital profits,so the right of claim for dividend distribution is an inherent right of shareholders.In recent years,disputes related to shareholders’ abstract dividend distribution claims have gradually increased.Due to the nature of the limited liability company,its major or controlling shareholders can easily use the majority rule to manipulate the shareholders’ meeting to make a decision not to distribute dividend,thereby infringing upon the minority shareholders’ right of claim for dividend distribution.When the right of claim for abstract dividend distribution of minority shareholders in a limited liability company cannot be realized,and it is difficult for minority shareholders to resolve through the internal mechanism of the company,the company system will "failure".Therefore,it is particularly critical to give judicial relief to the shareholders of the limited liability company.In 2017,the Supreme People’s Court promulgated the “Provisions of the Supreme People’s Court on Several Issues Concerning the Application of the Company Law of the People’s Republic of China(4)”(hereinafter referred to as “Judicial Interpretation of the Company Law(4)”)to protect the minority shareholders’ rights and provide important rules of judgment.Article 15 is the provision related to the judicial relief of the shareholders’ right of claim for abstract dividend distribution,thereby making up for the shortcomings of the system of appraisal right of dissenters,invalid resolution or revocable action,and litigation for breach of integrity obligations provided by the Company Law of the People’s Republic of China,and the court may intervene in the abstract dividend distribution under legal conditions and decide to force the dividend distribution.However,judging from the implementation of this provision,there are still problems such as narrow scope of parties,unreasonable distribution of burden of proof,lack of recognition standards for “abuse of shareholder rights”,and unclear court judgment content,which has made shareholders’ right of claim for abstract dividend distribution limited.The reasons are mainly in three aspects: the first one is that profit distribution belongs to the category of company autonomy and the judicial power should not interfere according to the traditional theory of company law;the second is that the "Business Judgment Rule" givecompanies more autonomy,so the judicial power can not to intervene deeply;The third is that the judge is more inclined to choose a conservative attitude to reduce his own burden.However,the judicial system is the last guarantee for the relief of rights.When shareholders cannot directly obtain dividend from the company and have to choose litigation,the judicial system is expected to intervene necessarily to make up for the defects of the company’s autonomy,maintain the balance of interests among shareholders,and ensure the company’s justice.In this regard,the United Kingdom and the United States have also established a related judicial relief system for dividend distribution disputes.When the plaintiff’s purpose of obtaining dividend hardly achieve,the court can intervene in time and provide corresponding relief.Judicial intervention in the company’s dividend distribution has been widely recognized.Therefore,in order to maintain the balance between company autonomy and judicial intervention,the scope of the defendant should be appropriately expanded,the plaintiff’s burden of proof should be reduced,the " Reasonable Expectations " should be introduced as the court’s judgment standard,and clarify the content of court judgment in different litigation situations.