A Study On The Appraisal Rights

The appraisal rights are a system which originated from American Corporation Law. On the basis of ensuring the equity, this system's value is to advance reasonable disposition of the company materials, promote the efficiency of company management and keep the balance of the equity and efficiency. Such rights are intended to relieve and compensate for the forfeit of the minority shareholders'veto, providing an approach of secession, extricating the minority shareholders out of the requirement of unanimous consent. With the development of the social economy, this system is endowed with a new function in the modern company law and become an important institution for protecting the minority shareholders'rights. As one important aspect of the modern company law, the appraisal rights were adopted by some countries and districts such as Japan, Korea and Taiwan, etc. China's new company law, which was enacted in 2005, using the experience of other countries (districts) for reference, adopts this system and stipulates the relevant provisions. Based on the development of the function and the basic component elements of such rights, this article probes into the application of this system in China, makes clear the importance of constructing Chinese system and the potential difficulty in China, points out the deficiency of the related provisions of new company law and suggests the corresponding perfecting measures.This article consists of 5 chapters:The first chapter introduces the historical investigation of the appraisal rights. Through investigation of the relevant legislation background, the author is intended to analyze their historical importance and make clear the traditional function of such rights.The second chapter is about analysis of the function and value of the appraisal rights in the modern company law. With the development of social economy, this rights'function has changed much and been entrusted with a new function of supervision of the majority shareholders and managers. What's more, with analysis of its value, the author thinks that such rights have become an important system to protect the minority shareholders in the modern company law.The third chapter is about the analysis of the component elements of the rights. The author presents the components of application boundary, exercise procedure andnullity.The fourth chapter makes a study of the application of the appraisal rights. On the basis of the above illustration, through analyzing the necessity and uncertainty of applying the rights in China, the author points out the importance and potential obstacles of constructing Chinese appraisal rights.The fifth chapter is about the deficiency and perfecting measures of the appraisal rights provision in China's new company law. Through the analysis of the relevant provisions, the author considers that the application boundary of the rights is too limited and that the provision is too simple. Finally, the author thinks that it is necessary to perfect the rights provision. Particularly, for the purpose of overcoming the potential application obstacles, there should be a set of feasible evaluation system established in China based on the present circumstances.