Research On The Appraisal Right Of Dissenters

Tracing the process of development of modern company law, The Principle of "Majority Consent" is not only taking place of the "Unanimity Rule" to stand on the stage of history, but also making concern about the protection of minority shareholders increase to an unprecedented height. Although the principle of "Majority Consent" protect the company's operate normally and steady to a certain extent, the lack of strong oversight mechanisms in the case of a major shareholder in a holding position will likely evolve into the company's will, Triggering a "Majority Shareholder's Despotic Control." In order to protect the legitimate interests of minority shareholders, many countries (regions) mean to provide various forms of relief in the legislation, while the appraisal right is one in which the system is very important.While changes in the company that have a significant impact on the interests of shareholders, the dissent shareholders can exercise the appraisal right to obtain fair and reasonable compensation. The appraisal right world-widely spread, for many countries, the company used in the legislation. In 2005 the new "Company Law" amendment marks the introduction of this system, not only the gospel of minority shareholders, but also fair and reasonable. However, any establishment of a system, we need a strong theoretical support and a lot of supporting implementation of the system. However, China's "Law" on this system requires too simple, based on the legal basis of the system and the legislative process, looking forward to its future in the theory and practice of comprehensive development, will be a very important theoretical and practical significance.The frame of this article is as follows:Introduction:A typical case of dispute repurchases shares as a starting point, through the analysis of its theoretical issues, raises the appraisal rightThe first part:Firstly, thesis analyzes the specific definition and the legal characteristics of the system, followed by introducing the system and the necessity of the historical origins, and then through the legal basis of its analysis of the five basis of the existence of the system, finally the method of comparative study from three based on the analysis of other countries (regions) of the system of legislation.The second part:Thesis researches the need for the introduction of Company Law, legislative process, and all the existing shortcomings and flaws. Whether it is the socialist market economy or in the company's development as a starting point, should the introduction of the system. However, due to the system or entity, whether procedures are lacking, to bring some specific difficulties in practice.Part three reveals the gist of this writing. Author believes that, in order to play the role of the system better, we should expand its scope of application, clearly the scope of the shareholders and the applicable type of company specific and complete exercise program. Additionally, the paper also gives some advices about handling system's unusual problems.