Research On The Legal System Of Dividend Distribution Of Listed Companies

Listing Corporation is a modern enterprise in the Limited by Share Ltd, the most representative, constitute the backbone of the development of the entire national economy. Dividend policy is the core of the listing Corporation the listing Corporation profit distribution, related to the stability of the ownership structure of listing Corporation. But because of the dividend distribution of listing Corporation involved in the interests of the related subject, thus becoming the company law on conflict of interest is concentrated areas. Two major issues of interest conflict between shareholders and small shareholders in listing Corporation dividend distribution in China mainly exist conflicts of interest between creditors and shareholders, control. The listing Corporation legal system is the product of the dividend distribution of the company law attempts to balance these two conflicting interests. Because the creditors and minority shareholders are two kinds of conflict of interest in the disadvantaged party, listing Corporation dividend distribution legal system for the protection of the two party to balance the conflicts of interest in the dividend distribution.The company law of various countries pay more attention to the projection of bonds in the dividend distribution of listing Corporation. The main method is the legal limit on dividend distribution. According to basic theories of dividend policy on the basis of different standards, can be divided into:1, in order to maintain capital based legal limit mode, the mode of the traditional model, the basic idea for the dividend distribution or allocation of capital, including the total surplus criterion and standards, not to the fund; 2 of capital maintenance based on the statutory limit mode in this model, determine the distribution range, focus on the dividend distribution can make the company insolvent, including financial ratio criterion and the dual solvency standards. These two models are not reasonable, the first model itself there is a logical error, to avoid damage to the company and the efficiency; the second mode, the principle of financial ratios is too specific, dual solvency standards is too abstract. China’s listing Corporation and non-listed company are taken strict standards to maintain capital fund, the legal limit model based. As mentioned earlier, this model has many shortcomings. China to improve the legal system of listing Corporation of dividend distribution, should be on the two modes to the dross from the essence to relax the restrictions on the standard dividend distribution, the definition of distribution, to determine the amount or rate as the basis, and be flexible provisions whether the company solvency regulations on dividend distribution system, makes the court not only has the discretion and practical.Compared with the protection of creditors, the law on the protection of minority shareholders of listing Corporation in the dividend distribution of the America not. This is because the dispersed ownership structure of the Disclosure Inc, American, its governance problems for the control of the agent problem. But the company governance America atresia and listing Corporation in China are the same, namely the protection of minority shareholders. We can learn from the America dividend distribution of the company’s minority shareholders protection lock to perfect the legal system of our country dividend distribution. USA in dividend distribution legal measures to protect minority shareholders:the Controlling Shareholders Fiduciary Duty fiduciary standards formulation, gives concrete duty, and endowed the right of asking for the dividend, is allowed to be violating shareholders filed the appeal for coercive dividend distribution. There are two main types of American fiduciary duty standard:one is the business judgment standard, the minimum review the controlling shareholders under this standard dividend policy; the two is the reasonable expectations of shareholders, controlling shareholders have no breach of fiduciary duty to consider the reasonable expectations of a violation of minority shareholders in the investment, the judgment standard protection higher than the commercial. China’s "company law" although the fiduciary duty of the shareholders of the listing Corporation, but also no specific standards, the difficulties in the judicial practice. In order to make our country become a mere scrap of paper the fiduciary duty of the shareholders of the listing Corporation, China can learn from America reasonable expectation standard, which shall be fixed by the form of the distribution of interests, and the introduction of mandatory action for infringement of China’s listing Corporation minority shareholders to provide the most direct legal relief.The company law of various countries pay more attention to the protection of bonds in the dividend distribution of listing Corporation. The main method is the legal limit on dividend distribution. According to basic theories of dividend policy on the basis of different standards, can be divided into:1, in order to maintain capital based legal limit mode, the mode of the traditional model, the basic idea for the dividend distribution or allocation of capital, including the total surplus criterion and standards, not to the fund; 2 of capital maintenance based on the statutory limit mode in this model, determine the distribution range, focus on the dividend distribution can make the company insolvent, including financial ratio criterion and the dual solvency standards. These two models are not reasonable, the first model itself there is a logical error, to avoid damage to the company and the efficiency; the second mode, the principle of financial ratios is too specific, dual solvency standards is tod abstract. China’s listing Corporation and non-listed company are taken strict standards to maintain capital fund, the legal limit model based. As mentioned earlier, this model has many shortcomings. China to improve the legal system of listing Corporation of dividend distribution, should be on the two modes to the dross from the essence to relax the restrictions on the standard dividend distribution, the definition of distribution, to determine the amount or rate as the basis, and be flexible provisions whether the company solvency regulations on dividend distribution system, makes the court not only has the discretion and practical.It should be combined with our existing system, through the foreign legislative models of comparative analysis, and the protection of creditors and to protect small and medium-sized shareholders’departure, and to improve public company shares the allocation policy of the statutory limits, controlling shareholders faith obligation standards and introduction of mandatory distribution of benefits of complaints.