Research On The Appraisal Right Of Dissenters

Appraisal Right, also called the minority shareholders appraisal right. It means if most shareholders agree with selling the company's majorasset ,exchanging stock plan, modifing company's major matters, division or mergering and so on, but the minority shareholders don't support that, then these shareholders have rights to ask the company to buy-back their shares at a fair price.It springs from the USA law, first as a protective way to protect minority shareholders' rights when mergering the companies. Now it uses into transferring company, buying or selling shares and so on. It is a great point to design "Appraisal Right" in our company law, and it can not be alternative in protecting minority shareholders' rights. Our company law rules that "Appraisal Right" can be used to Company for five consecutive years profit but not distributing it, company's mergering and division, modifing the articles of company. But now our law not rule how to price, how to get relief when objection shareholders' price can't agree with the company's. All of these need to solve.This article through researching the basic theories of Appraisal Right, analyzed related rules in our company law, based on the reasonable regulations and mature experience of abroad, put forward some specific suggestions about perfecting our own Appraisal Right system.This article divided into four parts:First part, introduce basic principles of Appraisal Right.Second part, introduce related countries' advanced systems, and get some enlightenments from them. Third part, introduce our legislation present situation about Appraisal right, affirm its progress, and point its faults. Last part, analyses these faults then give some suggestions, expect our Appraisal Right system can become more perfect.