Empirical Analysis On The Judicial Logic Of The Company’s Surplus Distribution Disputes

In the past few years,the disputes on company’s surplus distribution has gradually increased year by year.In the background of the majority rule,controlling shareholders or major shareholders abuse the voting rights and encroach the the right to distribution of minor shareholders.The domestic laws and regulations of the rights todistribution are not complete,excessively principled,which leads to numerous predicaments in jurisdiction.This paper drafts to teases the judicial logic of the company’s surplus distribution disputes disposed by the domestic courts,and further puts forward some reasonable and feasible advice to maintain the shareholders’ rights to distribution.The paper conducts the empirical analysis on the judicial judgment logic from three parts including the big data analysis of the disputes on company’s surplus distribution,the judicial logic analysis of the court and the protection of shareholders’ rights to distribution layer by layer.In the first chapter,first of all,it analyzes the selected cases by combining with the political backgrounds in different periods.In addition,from the angle of “judgment results”,“judgment program” and “judgment logic”,it conducts the multidimensional analysis on case samples.Finally,it concludes that the judicial judgment predicament in the claim for distribution that lacks the board resolutionappeal,showing by three aspects of whether the court supports distribution requests,the reasons to make the judgment and how to make the judgment distribution.In chapter 2 and chapter 3,it profoundly dissects the logic of judicial judgment under the predicament.Staring from cases,with the court’s support or opposition as the clue,it teases the reasons of the court’s judgment,and makes the analysis.Among them,chapter 2 takes the court’s opposition of shareholder’s appeals as the clue,describes the opposition reasons of judgment one by one with the combination of cases,and the specific reasons including that surplus distribution belongs to the company’s self-government matters,surplus distribution doesn’t has the relevant elements,internal relief means are not exhausted or there are still other relief means.The third paper takes the court’s support to shareholder’s appeals as the clue,combines with cases to separately elaborate the reasons of judgment support.Namely,the shareholder’s surplus distribution request rights are fixed,shareholders have the protocol to appoint the solution of surplus distribution,there is evidence to prove the dividend has been released,shareholder’s appointment of profit request rights are viciously encroached,the necessary conditions and bases to make the resolution are lacked,and the cases are combined to settle the specific distribution means of judicial judgment.From the judicial practice in each place,the shareholders’ request rights of appointment of profit are not fully protected and remained to be solved.In the fourth chapter,it gives the brief summary of the above,starts from maintaining the benefits of small and medium shareholders’ appointment of profit,and puts forward the related advice.This paper believes that appointment of profit can be guaranteed from three layers as below;the first layer is the company,which mainly develops the function of company’s constitution completely,appoints the specific items and relief means of distribution;the second is the controlling shareholders,to enhance credit business should not only specify the contents but also the responsibilities while disobeying it;the third is the layer of small and medium shareholders,which improves the repurchase request rights of dissent shareholders,mainly including the essential understanding of Article 74 in Company Law,which establishes the price evaluation mechanism and burdening appointed estimation costs.