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The Appliance On The Appraisal Right Of Dissenters In A Company Of Limited Liability

Posted on:2012-06-08Degree:MasterType:Thesis
Country:ChinaCandidate:A M HuFull Text:PDF
GTID:2166330335962906Subject:Law
Abstract/Summary:PDF Full Text Request
The appraisal remedy provides shareholders who are dissatisfied with certain fundamental changes of the corporation the option of having their shares repurchased by their corporation with fair value for cash. It is great important to protect minority shareholders and to guarantee execution of great decision of corporation. The Corporation Law revised in 2005 establishes the system about the appraisal right of dissenters. This system can balance the benefits of all parties and protect the minor shareholders'interests. The appraisal right of dissenters overcomes the drawbacks of the majority of capital to protect the interests of minority shareholders. However, In China, the scope of the right is very narrow. Moreover, the right is difficult to operate in practice. This paper begins with the basic theory about the right.This paper studies the concept and theory of the right and analyzes the legislative mode and cause of the right in order to analyze the legislative mode of the right in China. Afterwards, the paper reviews the relevant provisions of company law with the case. Furthermore, the paper discusses the scope of the right in order to inspire the legislation.The paper divides into five Parts. The theoretical framewok is as followingPartâ… :In this part I, the question raised by two dissenting shareholder case for the analysis of the situation, This paper argues that we need to define the standard of the right. And then,this discussion must return to the standard model and related legislation in our Corporation LawPartâ…¡:The second part introduces the basic theory of the right, in this part, the focus is to introduce the concept and then analyze the basic theory in order to provide the the theoretical basis for later discussion.Partâ…¢:The third part is to introduce the legislative model of the right. It includes two kinds.:Broad and narrow legislative models,and thenâ… analyze the causes of the legislative model. Then through three perspectives,I analyze the legislative model in China. In the end,I try to determine the criteria on the scope of the right.Part IV:The fourth part analyzes the applicable circumstances I discuss it through three respects. First, Distribution of company profits. I highlight the scholars'provisions of amendments, and further put forward a sound proposal. Second, the question of amending the articles of association. Then I resolve the provisions of company law and further note that the articles of association can modify other important issues as the right to apply to the case. Meanwhile, I discuss the Articles of Association to modify the effect of share transfer restrictions and the right's feasibility in the Company law. Third, the parties can set share buyback dissenting shareholder rights in other circumstances.The last part is Epilougue:It folds up the text from an overall perspective.
Keywords/Search Tags:Disseniers, Appraisal right, Protection of the Minority Shareholders, Legislative mode, Applicable circumstances
PDF Full Text Request
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