Research On The Legal System Of Shareholdrers’ Claim For Profit Distribution In Limited Company

With the rapid development of market economy,a large number of companies are pouring into the market,and shareholders are looking forward to obtaining certain income through investment.Shareholders’claim for profit distribution is protected by the company law of China,which is a means for shareholders to exercise their legal rights.In practice,the resolution of shareholders’ profit distribution disputes also reflects the integration of corporate autonomy and judicial intervention.Profit distribution is an important way for shareholders to obtain investment income,but in practice,the distribution level is always unsatisfactory when the company meets the conditions of profit distribution.The phenomenon that the company does not distribute according to the normal distribution proportion also occurs from time to time,which will not only affect the harmonious relationship between shareholders and the company,but also lead to shareholders’ distrust of the company.Finally,it will affect the long-term development of the company,and indirectly lead to the instability of the market economy environment.In particular,the limited company with the characteristics of human cooperation and closeness is more vulnerable to damage.Therefore,it is urgent to protect the normal exercise of the limited company shareholders’ claim for profit distribution.Only by adjusting the trust relationship between shareholders and the company,between shareholders and shareholders,and regulating the legal terms on which the rights are exercised,can the infringement be avoided.In the company law,there are few provisions on shareholders’ right to claim for profit distribution,and the pertinence is also weak.It is precisely because of this that shareholders’ right is often infringed and their interests are difficult to be effectively protected.In order to make the company law system more perfect and protect the rights of shareholders,judicial interpretation 4 and judicial interpretation 5 of the company law clarify the system of shareholders’ claim for profit distribution by means of judicial interpretation.Although it has played some regulatory effects to a certain extent,it still can not make up for the deficiencies in practice,such as the lack of the regulation of shareholders’ fiduciary duty,the unclear and serious illegal distribution of distributable profits,the small scope of application of dissenting shareholders’ equity repurchase claim,the unclear identification standard of judicial intervention of the court,and the lack of legal protection,small and medium shareholders’ right to know is hindered and the burden of proof is not clear.Therefore,based on the current situation of the legislation of shareholders’ profit distribution in China,the author analyzes the shortcomings in the current legislation and practice in China,and draws on the relevant legislative and judicial experience of foreign countries such as the United States,Britain,Germany and France.Finally,according to the characteristics of China’ s legislation,this paper puts forward some perfect suggestions,such as regulating the fiduciary duty of major shareholders,clarifying the identification standard of corporate profits and the legal responsibility of illegal distribution,adjusting the applicable conditions of dissenting shareholders’ repurchase claim,making indicative provisions on the identification standard of judicial intervention,improving the relief mechanism of shareholders’ right to know litigation,and improving the legal system of shareholders’ right to know litigation,in order to protect the rights and interests of investors and promote the stability and harmony of the market economy.The first chapter of this paper states the research background of shareholders’ claim for profit distribution and the significance of the topic,and summarizes the research status at home and abroad,summarizes the research methods,expounds the innovation and shortcomings of this paper,and then leads to the further research on the shareholders’ profit distribution claim right.The second chapter of this paper introduces the concept and nature of shareholders’ claim for profit distribution,and deeply analyzes its theoretical basis.In the third chapter,the author first makes a deep analysis of the current legislative situation of shareholders’ right to claim for profit distribution in China,and then summarizes the difficulties in the exercise of this right and the deficiencies in the legislation.The fourth chapter analyzes the foreign legal system,analyzes the relevant legal provisions of the United States,Britain,France and Germany,and summarizes the experience and Enlightenment suitable for China,such as:the principle of reasonable expectation of shareholders in the United States,the relief system of"unfair damage" in the United Kingdom,the withdrawal relief of shareholders in Germany,and the containment of abuse of shareholders’rights in France.All of these reflect the protection of shareholders’right to claim for profit distribution in the laws of various countries.According to the foreign enlightenment,this paper leads to the fifth chapter of the paper,and puts forward corresponding suggestions for perfection according to the deficiencies in legislation and practice.At last,the whole paper is summarized.