Research On The Appraisal Right Of Dissenters

With the fast development of globalization and the increasing improvement of Chinese market economy, corporate consolidation and merger, asset purchase, stock exchange and other important activities is becoming more and more frequent, which makes the establishment of minority shareholder protection system very urgent. Corporate law aims at establishing the system of minority shareholder protection and improving the environment of Chinese capital market. The appraisal rights of dissenters originating from American law were the outcomes resulting from the combat between the unanimity rule of common law and the majority rule of statute law, which grants minority shareholders the rights that they can sell their shares to the company at the fair price. In order to protect minority shareholder, the continental law introduced this kind of system. Japan, Korea and Taiwan (China) did like that. So does China. The thesis focuses on the system of appraisal rights of dissenters by the means of jurisprudence, history and legal economics. On the basis, the author makes suggestions on the legislation and hopes that the thesis can do a little favor to improving the system of the appraisal rights of dissenters.This thesis includes two parts, preface and text. The text consists of four chapters.Chapterâ… introduces legislation background and evolvement of the appraisal right of dissenters, it originated from corporation's contract essence and demand of business practice. The majority rule was replaced with unanimity rule followed the contract law route. Furthermore, chapterâ… analyses the legal nature of the appraisal rights of dissenters and gives prominence to its right of formation.Chapterâ…¡discusses theory foundation of the appraisal rights of dissenters from the view of jurisprudence, history and legal economics, demonstrates the appraisal rights of dissenters absolutely necessary to corporate law and establishes firm foundation to comparative research of Chapterâ…¢.Chapterâ…¢discusses the applicable range, applicable condition, proceeding and fair price of the appraisal right of dissenters from the view of comparative analysis and analyses the commonness of related legal provisions of other countries or regions in order that they can provide legal system reference to perfecting Chinese appraisal right of dissenters.Chapterâ…£mainly researches on issues, such as market out clause , exclusion principle and the relations between the appraisal right of dissenters and creditor's interest protection ,makes the relations between the appraisal right of dissenters and other legal right definite and makes for the specific judicial apply.Chapterâ…¤discusses the limitation of Chinese appraisal right of dissenters, makes legislation suggestions under the theory analysis and comparative research of the appraisal right of dissenters.