On The Right Of Claim For Stock Repurchases Held By The Dissenters

The appraisal right of dissenters is a very important system which toprotect the rights of the minority shareholders. When the company constitutionhad been created, the structure of it is simple, thus, decisions on companymatters take to the principle of "Unanimity Rule". With the development ofcompany system, it had been take place gradually by the principle of "CapitalMajority Decision". However, the majority shareholders used to invade orpush aside the right of the minority shareholders in "legal measures". In orderto avoid and overcome the abuse of "Capital Majority Decision", protectingthe minority's investment will and freedom, enjoying the legal right as well,which gradually becoming the chief value target in corporation law legislation.From then on, the appraisal right of dissenter system was come into being.Above all, the creation to appraisal right of dissenters is the result whichconfine the abuse of majority shareholders' right. It provides a way to settlethe conflict of interest between the majority shareholders and the minorityshareholders when great changes would be take place in the company'sstructure. The following value tendency was contained by this system: theprimary value target is to protect the majority shareholders' rights who seekingthe company's structural changes. On the contrary, as a compensation forprotect the minority shareholders' anticipate interest, the corporation lawconfers the appraisal right of dissenters to them. In other words, it can settlethe conflict of interest between the majority and the minority and achieve thebalance.The thesis start from the introduce to the theoretic bases of appraisal right,and then makes a elaborate discussion on the system in the corporation laws ofvarious country, and final presents the suggestions to revise and perfect thesystem in corporation law according to our background. The thesis iscomposed of four parts.The Preface: the thesis investigate from the introduction of creation ofcorporation system, and then analyses the legislation of our country about theprotect system of minority shareholders, and presents the suggestions on carryout the equity principle of shareholders to protect the right of minority. It wasalso the chief reasons to write this thesis.Chapterâ… : The basic theory to the right of claim for stock repurchasesheld by the dissenters. Firstly, the definition has been defined concisely andthe reasons it came into being in America are analyzed. Secondly, the thesisdiscusses the foundation theory establishing the system. The author introducesthree kind of foundation theory mainly;the anticipate interest right theory, theequity theory and the group divisible theory. Thirdly, the author introduces theadvantages and the flaws of this system by contrast to the appraisal rightsystem and the compelled dismiss system, which takes by the minorityshareholders. Finally, the thesis introduces the legislation situation of the rightof claim for stock repurchases held by the dissenters in China. The authorthinks that the legislation was pressed for maneuverability and its scope ofapplication was rigorously confined in China. Above all, the author thinks it isvery necessary to protect the right of minority shareholders who enjoy theappraisal right of dissenters in our country.Chapter â…¡: The content to the right of claim for stock repurchases heldby the dissenters. The thesis makes a contrastive study on the system in thecorporation laws of various countries and discusses it on the legislative styles,which the companies applies to, the resolution proceedings, which theshareholders applies to, the procedure brought into effect and so on.Considering this system had been founded in America and it has developedabout one more century, so that more discussion and introduction had beenfocus on America legislation. Furthermore, because the financial safeguardsand the protection of the creditors that play important roles to ensure thesystem can be executed, the author expounds it detailed and explicitly.Chapter â…¢: The perfected of the appraisal right system. How to reviseand complete the system of the appraisal right of dissenters in our country?Firstly, the thesis analyses three kinds of defects of the legislation of thesystem in our country and the native background to revise it. Secondly,presenting suggestions on applicable scope, applicable company, legislativestyle and so on. The author thinks the system can be applied in all kind ofcompany, which includes the public company and the limited liabilitycompany. Finally, the author explicitly analysis the concomitant reforms aboutthe appraisal right of dissenters in China legislation according to the nativebackground of our country.In summary, the thesis investigate and explore the appraisal right ofdissenters from both microcosmic and macrocosmic sides, according to thewest world countries' legislative style and the native situation. Although it hassome kinds of disadvantages in the system of appraisal right of dissenters, thethesis holds the view that to revise and perfect this system is very importantand necessary. If it can be perfect in our corporation legislate, which would bea progress in academic study about the appraisal right of dissenters.