The Research On The Legal System Of Stock Reprochasing Right By Protested Shareholders

In the company's early stage of development, the company adopted a major resolution "Unanimity principle" voting system, that is, all the shareholders in the company's consent, the company was able to pass decision-making and implementation, "dissenting shareholder" is not exists. With the gradual establishment of modern corporate system, "majority consent" has become a major business decision by the company's ordinary rules of procedure and has been in use ever since, it has help the company operate smoothly. The "majority rule" means that the expense of minority shareholders, while vulnerable to the will of the majority of shareholders will own up to oppressed minority shareholders after the company means a "legitimate" tool. For the right to protect minority shareholders, the normal balance of the company to implement the resolution and the relationship between protection of minority interests, "the appraisal right of dissenters" came into being. It gives the minority shareholders receive fair and reasonable compensation for the right to exit the company, while minority shareholders on the company and are a win-win. The system originated in the United States, and increasingly by other countries or regions identified in legislation as an important medium and minority shareholders to protect the system.China formally implemented in January 2006 the "Company Law" for the first time established the right of objection Shareholder system is tremendous progress in company law and has far-reaching significance. However, in countries or regions of the world's major legislation on the basis of a comparative analysis shows that China's "Company Law" in the scope of application of the subject of rights, the applicable procedures were flawed in many aspects such as the urgent need to supplement and perfect the system to real play value of its system. This basic structure is as follows:The first chapter "objection Shareholder Rights System Overview", first introduced the right of objection Shareholder concept and system of the source, the system of production and development of basic knowledge. Second on the objection Shareholder Right to be described and discussed in detail its legal characteristics, production and exercise of the rights explained. Again, the objection Shareholder rights and other rights of minority shareholders, a comparative analysis of the relief measures, noting its unique system of values. Finally, there is the theoretical basis of its analysis of introduction. Chapter II, "the right of objection Shareholder Comparative Analysis", chapter on the world or regional legislation against opposition Shareholder rights provisions of the system in detail and be compared. The author of the United States, Britain, Japan, Korea, Germany, Canada, Taiwan and so on right of dissent Shareholder scope of application of the subject of rights, the right exercise program, rights restrictions, repurchase price of the shares were carried out aspects of acknowledgment discussed, while the respective provisions to be reasonable and defect analysis, for our company law to perfect the system to provide reference and experience.Chapter III, "My objection Shareholder rights system in the Legislative Status and defects", introduced China's objection Shareholder rights system in the process of building, and the existing company law for limited liability company with shares of shareholders to exercise that right discourse analysis of the different provisions, noting that the existence of the corresponding defects of the system.Chapter IV, "My objection Shareholder rights system perfect", the previous two chapters of his country or region repurchase claims system and comparative analysis of legislative provisions on the detailed study of China based on the proposed China objection Shareholder Rights System proposed to play small shareholders to protect its value.