Shareholder Remuneration and the Law: Shareholder Distributions and Creditor Protection in Comparative Perspective

This book discusses the mechanism of shareholder distribution restriction for creditor protection through an interdisciplinary lens. Identifying an optimal model of shareholder distribution regimes through a comparative study of the UK and China, the book explores how these regimes can function as a creditor protection mechanism by which distributions to shareholders are regulated to safeguard creditor interest. Calls for regulatory reforms in China have sprung from a high volume of shareholder-distribution-related litigations with inconsistent court decisions. Meanwhile, the UK adopts two models concurrently: capital maintenance rules for public companies and solvency tests for private companies. This book critically evaluates the efficacy of these two models in addressing the fundamental interest of company creditors, namely, the solvency of the company following distribution. Guided by legal transplant theories, this book examines the fit and feasibility of transplanting the UK’s distribution models to China. The book will be of interest to researchers, students and practitioners in the field of company law, finance law, accounting and banking law.