Research Of The Appraisal Right Of Dissenters

The modern corporations make desions usually by the shareholders who posses the most stocks, although this principle embodies the maxim of shareholders' democracy and capital's equality, if when the corporation's changes which can bring the significant effect to the shareholders happened,how to protect the minority dissenters'rights and the corpration's development at the same time needs to be resolved urgently.When the corporation's fundamental changes occurred, the dissenters were given a right by law which make them can damand the corporation, this right is named "the appraisal right of dissenters". The appraisal right of dissenters originated from the America, and has already been adopted by relevant laws in most of the countries. Between those countries, American's law is the most mature and perfect. With the purpose to balance the conflicting interests of majority shareholders and minority shareholders, and hereby to realize the equilibrium of both justice and efficiency, the appraisal right of dissenters is a remedy and adjustment to the majority rule, and is aeffectual measure to ptotect minority.The newly revised edition of Chinese Coporation Law in 2005 has included the appraisal rights of dissenters, of course, this is a big step for our country's corporation law. However, the law only provide the basic principles of the sppraisal right of dissenters, and lack the definite or concrete contents, so these articles can't be operated very well in practice and should be developed further more. The paper starts from the introduce to the theoretic bases of appraisal right, and then makes a elaborate discussion on the system in the corporation laws of various country, according to a comparative study on the appraisal right of dissenters in various countries, the author analyse the extent and procedures of this system. Finally, the author presents the suggestions ro revise and perfect the system in Chinese Corporation law according to our background, and so this can make our system work efficiently.