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Shareholder’s Right to Dividends

Author: ChenGuoTao
Tutor: ZhangWenChu
School: Huazhong University of Science and Technology
Course: Legal
Keywords: Shareholder’s Right to Dividends State-owned Company the Shareholders of the Listed Company Forced Dividends
CLC: D922.291.91
Type: Master's thesis
Year: 2010
Downloads: 287
Quote: 0
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Abstract

Shareholders’ rights to receive dividends are large shareholders, but also the core fundamental purpose of shareholders’ investment company. Shareholders to receive dividends and distribution of shareholders claim or claims, dividend distribution can be abstract and concrete shareholders to receive dividends receive dividends shareholders. Shareholders shall have the right to receive dividends realize substantial requirements and formal requirements. Substantial requirements refers to the distribution of profits must have profit, earnings is "no" is the principle of all, Company profits doesn’t mean we can dividends, through legal procedures, and the company shall have the right to make decision after authorities bonus can share out bonus. Our company, the board of directors has proposed regulations, the shareholders’ right of dividend distribution of dividends resolution is, board of directors and shareholders authority constitutes inter-constraint mechanism, reflected in our company law has the advantage.In our country, regardless of state-owned companies and listed companies is generally limited liability company have varying degrees of existence of dividends or less dividend, thereby infringing shareholders phenomenon receive dividends. In the reform of state-owned enterprises, after the reform stage for most of the state-owned enterprise to countries to share out bonus, a lot of money in state-owned company, which produces a series of problems, such as internal control, the phenomenon such as corruption, against the development of the company, the state and the people’s property loss, the interest of creditor. There is perennial not listed company shareholder of share out bonus, control, the right way, in cash dividend distribution of dividends on quantity and distribution of cash dividend accounts to the proportion of listed companies with mature securities market has the very big disparity. For a limited liability company, the shareholders are oppressed minority shareholders, use long-term capital control, the majority of small and medium shareholders infringed receive dividends. Based on an analysis of the present situation of our company dividends receive dividends shareholder, this paper considers infringements of reason in legislation and judicial protection level of knowledge and the shareholder’s rights problems, these problems include "capital" principle of the majority shareholder back equity dissent, realize difficulties, shareholders’ rights consciousness is not strong, etc. When the shareholders can’t receive dividends are infringed upon by judicial effectively protect rights of shareholders, the court for judicial intervention of caution principle, to make a fair judge, even didn’t accept shareholders for compulsory dividends lawsuit.Based on the analysis of the infringement on the basis of the reasons to receive dividends shareholders put forward a series of legal advice. Recommends modifying existing law legislation, perfecting shareholder’s equity prices back from America, determine the mechanism of judicial precedents comprehensive use of market value, revenue and the value of the property value, fair and reasonable method to determine the refund shares. Our company will suggest the 75th regulation of shares by five years, instead of the highest number, or simply regulation withdrawal will be forced into the articles of association of the company, the condition of fully protect shareholders to receive dividends. To protect the shareholder know what happened, improve information disclosure system, is the premise of protecting shareholder receive dividends. We should pay attention to the company accounting system, enhance the company’s accounting system of punishment, and strengthen the protection and company shareholders’ resolution not share out bonus of information disclosure obligation.This paper suggests establish shareholders for compulsory dividends litigation system, analyses the cause of the compulsory dividends, legitimacy and necessity. But the application of forced dividends, this is not the conditions that achievement of share out bonus for compulsory shareholders accords with infinite must also internal dissent shareholders relief, clear and must oppose dividends resolution is in compliance with company under the condition of share out bonus, but make no dividends or less dividends. If the company has been making dividends, and delayed in exercising, can be regarded as the distribution of dividends for mandatory ripe conditions, the shareholder may choose the litigation or forward debt forced dividends lawsuit.For state-owned companies in our special legal status, this paper puts forward to perfect the system of litigation and equity investor directly state-owned capital management budget system. For the system design, this paper discuss that is no less than in the study, also should be a focus of the future research. Additionally, LiuJunHai professors are put forward in the state-owned shareholding company of state-owned shares shall not have voting rights as the preferred. State-owned shares more conducive to define preferred in dividends resolution to achieve the company long-term and short-term interests balance, and the current law, and can save the cost of shareholders’ rights to exercise state.Protect shareholders to receive dividends, must strengthen the responsibility system of violation of dividends. Shareholders obtain illegal dividend must return, but also to protect shareholders obtain goodwill bonus. Judge whether good dividend, shareholders must meet and subjective conditions. Body must be small and medium shareholders, and subjective aspects must be based on the bona fide acquisition. To build large shareholders liability for damages. Big shareholders and the controlling shareholder "capital" principle, the majority of intentionally or evade withdrawal conditions of illegal dividend shall bear corresponding compensation liabilities.

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CLC: > Political, legal > Legal > Chinese law > Economic Law > Corporate law, company law
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