The Research On The Appraisal Rights Dissenters System

The modern corporations make decisions usually by the shareholders who possess the most stocks, this principle embodies the maxim of shareholders' democracy and capital's equality, and this principle can help corporation's propitious management. But if the corporation's change which bring the significant effect to the shareholders, how to protect the fewness dissenters' benefit and the corporation's development at the same time needs to be resolved stringently. So the appraisal rights dissenters brought out.The appraisal rights dissenters, or the appraisal remedy, refer to the rights of shareholders to dissent the decisions concerning fundamental changes of the corporation, and to ask the corporation buy back their shares with fair value.As one of the important shareholders' rights, the appraisal rights have already been provided by laws in many countries.Deeply rooted in the corporation agreement, and balance of the shareholders' rights, and equality of shareholders, the appraisal rights originated from the case law of 19th century America, 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. The main purpose of the rights is to compensate the minority shareholders and therefore to extricate the majority shareholders out of the requirement of unanimous consent. Whereas in modern corporate law, the appraisal rights serve a new function of monitoring management's conduct through the remedy and adjustment to the majority rule. And today it has evolved an effective tool of balance the benefits of the shareholders and of the maintenance of the normal corporate operation.As China is approaching to a mature market economy, the increasingly active transactions of corporations as for the establishment and improvement of the legal protection to minority shareholders. The learner of the corporation law and the shareholders of the corporation have realized the importance of the appraisal rights dissenters. The new Chinese Corporation Law has included the appraisal rights dissenters; of course, this is a big step for our country's corporation law. However at present, the appraisal rights should be developed further more. We should establish the supporting system to develop the appraisal rights dissenters in China.