Research On The Logic Of Judicial Adjudication Of Disputes Over Compulsory Earnings Distribution Of Limited Liability Companies ——Take The Cases From 2017 To 2021 As The Analysis Sample

The right to claim earnings distribution is one of the most important shareholders’ rights.The main purpose of shareholders’ capital contribution is to obtain return on investment.Earnings distribution belongs to the business scope of corporate autonomy,and the judiciary is generally not allowed to intervene.However,in practice,the abuse of shareholders’ rights by controlling shareholders or major shareholders is becoming more and more serious.When the company does not make a resolution of the shareholders’ meeting specifying the specific distribution plan,shareholders directly request the company’s earnings distribution to the court.In this case,If the court does not support the plaintiff’s request for compulsory distribution of surplus,it may be contrary to the principle of justice of the company.Although the proviso to Article 15 of the fourth judicial interpretation of the company law,which came into force on September 1,2017,affirms the compulsory earnings distribution litigation system,the system can effectively solve the problems that cannot be relied on,make up for the shortcomings of other remedies,and ensure that the company law is consistent with the legislative concept of tort liability in the civil code.However,the provisions of the law are more principled,the supporting rules and procedures are not perfect,the courts have different views on relevant issues,and there are a large number of inconsistent judgments in judicial practice,which seriously affects the credibility of justice.This paper gets rid of the traditional theoretical research methods,uses the empirical analysis method to analyze and summarize the judgment logic of relevant cases,and puts forward some reasonable and feasible suggestions to safeguard the rights and interests of shareholders’ compulsory earnings distribution.This paper advances from four parts: the overall data analysis of the sample judgment of compulsory earnings distribution disputes,the judgment logic analysis not supported by the court,the judgment logic analysis supported by the court,and the improvement of the judgment norms of shareholders’ compulsory earnings distribution disputes,Firstly,the selected case samples are analyzed from the perspectives of trial level,region,time and judgment results,and the current situation and existing problems of judicial adjudication of compulsory surplus distribution disputes in China are summarized.Secondly,it makes an in-depth analysis of the logic of the court’s judicial decision.This paper is divided into two parts: the clue of the court and the clue of the court.Among them,the judgment reasons why the court does not support the shareholders’ right to claim compulsory earnings distribution include that the plaintiff does not have the right to sue,does not submit the resolution of the shareholders’ meeting about the distribution of profits or has made a resolution based on evidence,does not provide the basis for the non distribution of profits caused by the abuse of shareholders’ rights,there are other alternative measures,does not meet the substantive requirements: there are no profits available for distribution according to law;The judgment reasons for the court to support the shareholders’ right to claim compulsory earnings distribution include abuse of shareholders’ rights,malicious infringement of shareholders’ right to claim,private distribution of profits to damage the rights and interests of the company,presumption of the existence of dividend distribution resolutions,in order to break the company’s deadlock and protect shareholders’ basic profit distribution rights.Then it analyzes and expounds the reasons and logic of the referee combined with typical cases.From the judicial practice of case analysis,the compulsory earnings distribution system is not standardized,and the shareholders’ claim for compulsory earnings distribution has not been fully protected,which needs to be solved urgently.Finally,it makes a brief summary of the previous article.From the perspective of safeguarding the interests of minority shareholders in compulsory earnings distribution,it unifies the substantive elements and procedural elements,so as to ensure the standardization and perfection of the compulsory earnings distribution system.The first is the substantive elements,which mainly unify the main elements,substantive elements,formal elements and result elements;The second is the procedural requirements,mainly including the distribution of the burden of proof,the determination of the amount of surplus distribution,the legal regulation after the judgment takes effect,the overdue interest that does not support the compulsory surplus distribution,and the alternative measures do not belong to the pre procedure.