股东知情权及利润分配诉讼有关问题研究

股东知情权诉讼及利润分配诉讼是新《公司法》颁布后司法实践中遇到的重点、热点和难点问题。为了平衡公司与股东的利益,股东知情权及股东提起知情权诉讼都应当受到必要的限制,以避免股东滥用权利影响公司的正常经营。股东要求分配公司利润应当满足两个条件:一是公司有可分配利润,二是股东会或股东大会决议分红。在股权已经转让的情况下,原股东能否再要求公司分配利润则应当根据股权转让前公司是否决议分配利润来分别处理。

Research on Litigation of Shareholders' Right to Know and Distribution of Profits

Since the amended Company Law was enacted,the issues on litigation of profits have become important,popular and complicated in judicial practice. In order to balance the interest between companies and shareholders,and avoid shareholders' abuse of rights which may affect normal operation of companies,it is necessary to set limitation on both shareholders' right to know and litigations related to the right.Shareholder'who require to distribute profits of companies should meet two conditions:one is that companies have profits to distribute;the other is the resolution of drawing dividend is determined by shareholders'meeting or general meeting of shareholders.Under such circumastance that shareholders have already transfered their shares,whether the original shareholders can ask companies to distibute profits should be determined according to the resolution made by companies before the shares' transfering .