Research On The Litigation Of Compulsory Earnings Distribution In Limited Liability Company

In order to earn investment income,shareholders invest in the company.The main way to achieve this is to distribute the company ’s surplus.However,in China ’s companies,the common means for controlling shareholders to suppress and exclude small and medium-sized shareholders is to infringe their claim for surplus distribution.Therefore,it is necessary to introduce the principle of corporate justice to correct the failure of corporate autonomy.The establishment of the mandatory earnings distribution rules has alleviated the embarrassment of judges in the face of such cases to a certain extent.However,due to the vague provisions of judicial interpretation,the courts are constantly distressed in the judicial practice of compulsory surplus distribution litigation.Therefore,this paper uses empirical analysis to study the common problems in compulsory surplus distribution litigation in different regions and different levels of courts,so as to put forward suggestions for improvement.This article has three parts : introduction,text and conclusion.The text is divided into four chapters to discuss.The first chapter demonstrates the legitimacy,necessity and urgency of the establishment of mandatory earnings distribution rules.The first section analyzes the abstract surplus distribution claim as the expectation right,and the legal protection is legitimate;the second section analyzes the reasons for the failure of corporate autonomy and the abuse of business judgment rules,that is,the long-term and instability of the establishment of the company and the abuse of capital majority under the heterogeneity of shareholders,and discusses the necessity of public power intervention at this time.The third section analyzes the validity of the resolution,the compulsory dissolution of the company,the repurchase and transfer of shareholders ’ equity one by one.As an alternative relief measure in shareholders ’ earnings disputes,its incompleteness of shareholders ’ relief leads to the urgency of establishing the mandatory earnings distribution rules.The second chapter explores the improvement of the plaintiff ’s shareholder relief after the establishment of China ’s mandatory earnings distribution rules by sorting out the collected cases.It is concluded that the number of cases has increased significantly,the companies involved are mainly limited liability companies,the plaintiffs are mostly small and medium shareholders,and the referee ’s support rate has declined before the establishment of the rules,indicating that the application effect of the mandatory earnings distribution rules is not ideal.The third chapter analyzes the specific situation of the collected cases on the basis of the conclusion that the adaptive subject of the mandatory earnings distribution rules is mainly a limited liability company.It is concluded that the plaintiff ’s qualification requirements are vague,the applicable preconditions are vague,and the judgment methods supporting the plaintiff ’s claims are vague.The fourth chapter is the suggestion to improve the litigation of compulsory surplus distribution of limited liability companies.On the issue of the plaintiff ’s ambiguity,this paper puts forward four conditions for the dynamic identification of the general plaintiff,as well as the method of analyzing whether the loss of identity shareholders,anonymous shareholders and capital contribution defective shareholders can be used as plaintiff shareholders;on the issue of defendant ambiguity,the reasons for the abuse of power by shareholders and companies as co-defendants are proposed;in the fuzzy application of the premise elements,it is proposed to use the cash flow in the retained earnings as the way to determine the existence of the company’s profits.It is proposed that the controlling shareholders grab the benefits in disguised form,unfair distribution,simple non-distribution or symbolic distribution.Three cases of abuse of shareholder rights are supplemented in the fifteenth article of the " Company Law " in a typed way to provide reference for courts at all levels in analyzing specific and complex cases.On the basis of the unified judgment idea,this paper puts forward the prosecution premise of shareholders ’ exhaustion of internal remedies and the working idea of the court ’s active consultation and mediation,analyzes that the reason for the principle of modest trial is the wrong use of dividend irrelevance theory and the extreme understanding of respect for business judgment,and puts forward two ways to change the trial principle from modest to positive,which are to protect ’ reasonable expectation ’ and the intermediate review standard of burden of proof.In terms of clarifying the judgment method,it is proposed to directly allocate profits in proportion,and the calculation method of the amount ratio refers to the life cycle and financial ratio of the company.Finally,it puts forward that the plaintiff ’s shareholders should provide guarantee and bear the cost of identification as a measure to prevent shareholders ’ abuse of litigation,and introduce the final dispute resolution of ’ reserved jurisdiction ’.