A Study Of The Appraisal Right

Majority Rule only makes the ideas of most shareholders be company's ideas neglecting those of the minority's. Which produces efficiency but at the same time non-equality between shareholders in essence. In order to amend this defect, it is necessary to endow shareholders with the appraisal right. As one of the important shareholders rights, the appraisal rights have already been provided by relevant laws in most of the countries.The appraisal rights, or the appraisal remedy, refer to the right of shareholders to dissent the resolution concerning fundamental changes of the corporation, and to demand the corporation to buy back their shares with fair value. It is deeply rooted in the equality of shareholders, 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.As China is approaching to a mature market economy, the increasingly active transactions of corporations call for the establishment and improvement of the legal protection to minority shareholders. However, most of the current studies linger on the superficial level lacking in-depth theoretical analysis and comprehensive research on legislation. The article presents theoretical base, legislative purpose and the applicable range of the appraisal rights and, with a focus on the procedures of the appraisal of the shares, carries out a comparative study on the appraisal statutes of various countries. According to the extensive analysis of the remedy, the author points out it is necessary to introduce and propose the appraisal rights in China and it is useful for the reform and development of Chinese corporate law.