Research On The Lawsuit Of Abstract Dividend Distribution

In theory,abstract dividend distribution refers to the distribution of profits to shareholders without the company making a profit distribution decision.It is not uncommon for the controlling shareholder to abuse the principle of capital majority to manipulate the shareholders’ meeting for a long time without distributing dividends.Through the analysis of the abstract dividend distribution lawsuit in recent years,it has been found to have the characteristics of high incidence rate in limited company,complexity in situation,low court approval and inefficiency of other remedies.Before the promulgation of the Provisions on Several Issues concerning the Application of the Company Law of the People’s Republic of China(IV),judicial intervention took a passive and conservative attitude;after its promulgation,judicial attitude has changed positively.After sorting out the legal basis of judicial remedies for abstract dividend distribution in China,it is found that there are certain difficulties in application and it is hard to protect the rights and interests of small and medium shareholders.To this end,by examining the legal basis and remedy measures of judicial remedies abroad,the mode of combining the theory of unfair prejudice with the fiduciary duty of shareholders is more suitable for China’s actual needs.Therefore,in order to perfect the lawsuit of abstract dividend distribution in China,it is clear that judicial remedies should be based on the existence of dividends that can be distributed by the company,and the definition of abuses of shareholders’ right is the abuse of rights that is subjectively faulty and objectively unbalanced interests by shareholders.At the same time,the judge’s discretion should follow the principle of necessity,the principle of proportionality and the principle of distinction.In order to improve the relief path of the abstract dividend distribution,shareholders who have abused their rights as defendants,balance the burden of proof between shareholders,and enrich relief measures can be used to remedy shareholders whose interests have been damaged.