Research On The Legal Regulation Of Ponzi Dividend Of Listed Companies

The Chinese capital system has undergone a series of reforms in recent years,but mainly in the stage of capital inflow.The capital outflow of the Ponzi dividend phenomenon in the capital market is extremely unreasonable and seriously infringes the interests of creditors,but it does not violate the relevant laws and regulations.Therefore,the legal regulation of the outflow stage of the company’s capital system needs to be improved.The Company Law of our country is in the revision period and also has an urgent need for the reform of capital system.In addition,capital maintenance dominates the failure of the regulation of capital distribution.The introduction of the solvency test is greatly significant.However,the national circumstances are different,Scholars have different views on whether China should introduce the solvency test and whether it has the transplant soil.From the perspective of corporate dividend regulation,combined with the effectiveness and operation basis of the solvency test,this paper hopes to find the best Chinese reference model suitable for China’s current environment,hoping to help improve the legal regulation of corporate dividend in China,and promote the reform process of the capital maintenance principle of the capital system of corporate law.This paper is mainly divided into five sections:The first part analyzes the phenomenon of Ponzi dividend in China,and leads to problems.Using the concept of accounting knowledge,first of all,the ten-year annual reports of Evergrande Group are analyzed by case analysis method.The calculation shows that the large dividend of Evergrande Group beyond its own dividend capacity is actually the transfer of the creditor’s loan to the major shareholder,proving that the phenomenon of Ponzi dividend has a great impact on creditors.Then,the empirical research method is used to evaluate the listed companies.It is proved that the phenomenon of Ponzi dividend that exceeds the solvency and infringes the interests of creditors is widespread in China.Since the phenomenon of Ponzi dividend under the legal cloak is so serious and widespread,what is the failure of the legal rules of corporate dividend? How to improve it?In the second part,the author makes a normative study of the legal regulation of corporate dividend and finds the crux of the failure of the capital maintenance system.On the one hand,although the semi-compulsory dividend policy of the CSRC has contributed to the phenomenon of Ponzi dividend,it is not the root;On the other hand,the capital maintenance system dominates the company’s dividend,but the main purpose of the rigid system to protect creditors has not been achieved.Therefore,combined with the calculation of solvency in the first part of accounting,the capital maintenance system needs urgent reform.The third part is a comparative study of the content of the solvency test to analyze how the solvency test can effectively protect creditors.The origin,establishment and main contents of the solvency test show that the solvency test is really more substantive about the interests of creditors,thus is worth learning from.The fourth part studies the introduction of solvency test by comparative method to explore the feasible path of introducing solvency test.First,it analyzes the typical introduction of solvency test models in various countries,so as to explore the introduction of reference in China;Secondly,analyze the operational basis of the solvency test and compare the difficulties in China to find out the relevant problems that China should complete.The fifth part analyzes the specific and feasible model of the Chinese model of solvency test.First,it innovatively analyzes and proposes to use the principle of capital maintenance as the basis and the reform of the legal regulation of corporate dividend as the starting point to make a compromise reference for China in the test of solvency;Second,the fiduciary obligations of directors in China need to be improved;Third,the creditor protection mechanism needs to be improved.To sum up,this paper proposes to build a perfect corporate dividend regulation system by taking corporate dividend legal regulation as the starting point to test the solvency of China,docking directors’ information obligations,and improving the accountability system for illegal dividend.