Study On The Appraisal Right Of Dissenters In The Limited Liability Company

一, the meaning of choosing this subject and the purpose of the study In order to be more efficient, modern companies always use Majority Rule to vote, so as to some very important items, such as merger and division. According to this principle, if a shareholder holds more shares, he owns more voting power. Majority Rule is very important to assure the efficiency of management, balance the interests of shareholders, guarantee the enthusiasm of investment. But, for his own or some others' interest, majority shareholders always raise his own will to be the will of the whole company by their advantage on their share holding, so as to restrain other minority shareholders. This situation will not only impair the proposal rights of minority shareholders to company affairs, but also make theminferior to minority ones, and can not protect their legal rights. If minority shareholders' investment is still retained in the company which the organization and the operation policy has already changed, their expectant interests and enthusiasm will be hurt. But, our Corporate Law doesn' t provide any way to protect the dissentient holders who can not resist or veto any resolution only by his share holding. And this is a blank in shareholders' rights protection statute. But where there is a right, there is remedies. So it is necessary to hew a legal path for theseshareholders to retreat from the corporation which has already been changed substatialy. So, it need to entitle the dissentient holders the appraisal right.The discussion in academic area about this subject has two characters. Firstly, it is scattered and there is nearly no paper studies the appraisal right of dissenters from basic theory to legal application.Secondly, most of the related studies focused on its application on the merger. But, there is more limited liability companies than other kind of companies and there is no public market for shareholders of limited liability companies to transfer their shares. So, it is more important to establish this institution in limited company. .H> study path and methodThe paper analyses the appraisal right of dissentient holders comprehensively by means of dialectics, history, comparison,value analysis. Through stating a typical real case, the paper point out that the lack of the appraisal right of dissentient holders is a statute blank in our Corporate Law. Based on studying the basic theory, contrasing related institution in foreign countries, combining our reality, elaborating the barrier of setup this institution and its modification, the author expound how to design the institution in our country.H> the structure and the chief contentThe text comprises of four chapters. Chapter one analyses the appraisal right of dissentient holders comprehensively and systematicly, including its concept , attibue, and the theoretical foundation. This part solves the necessity of the existence of the right. Chapter two contrasts the right in different countries. This part solves the possibility of the appraisal right of dissentient holders. Chapter three based on our own reality, elaborates the barrier of adopting the right and how to design it. This part solves the problem of feasibility of its existence. Chapter four gives advices on how to establishassorted regulations which will help the operation of the right more efficiently.In the end, the author point out that the value of the appraisal right of dissentient holders is no doubt, shareholders as reasonable investors should consider setting up some other precautions priory as well.0n the main perspectiveFirstly, the appraisal right of dissentient holders should be established in our country as one method of minority shareholders' remedies.Secondly, there is indeed conflicts between the appraisal right of dissentient holders and our capital system and organization personality.But.it will be modified by and by.Thirdly, on specific system construction, viewed on the mature experience and regulations about the right, we should establish the substance and procedure regulations under the guide of the principles of prohibition of rights abusing and combination of justice and efficiency.Fourthly, price determination is key to prevent the right vitiate to the tool which used by majority shareholders to impinge on minority ones. To prevent shareholders impinging on creditors colluded, we should strengthen publication, use the theory of disregard of corporate personality and establish directors' liability to related ones. The corporation should be exempt the duty of buying the dissentient holders' shares judicially if the finance situation doesn' t fit.The paper has about 50787 words.