Study On The Appraisal Right Of Dissenters

The appraisal right of dissenters provides shareholders who are dissatisfied with certain fundamental changes of the corporation the option of having their shares repurchased by their corporation with fair value for cash. It originated from the United States and was provided by relevant laws in many other countries as a typical protection for minority shareholders under the notion of majority control. China has also adopted this remedy in its newly revised edition of Corporate Law in 2005 by adding two articles.This dissertation analyzes the basic theories,functions and fundamental principles and application risk ascribed to the appraisal remedy in a complicated point of view, and makes comments on the revised version of our corporate law towards the coming applications ,both in academic constructions and in the practice.The body of the dissertation, with thirty-five thousand words, includes five chapters.Chapter one overviews the appraisal right of dissenters. It's a regular introduction of regulations concerning the definition, nature and the differences between the appraisal right of dissenters and other parallel shareholders'rights.Chapter two is the analysis of the theories supporting the appraisal right of dissenters. It's a further study of the appraisal right of dissenters on the basis of chapter one. Part one is about the jurisprudential basis of the appraisal right of dissenters, which includes expecting right theory, fairly treatment theory, cost-benefit theory and separable corporation theory. Part two studies the legislation background, development process and functional changes of the appraisal right of dissenters in a historical view, which will guide the legislation and justice to a proper way.Chapter three is the introduction of different statues of the appraisal rights of dissenters with comparison method. The remedy was introduced into many countries since it came into exist in America. It developed a lot in practice, which provides a good reference for us. This dissertation shows the legislation situation of the appraisal right of dissenters in the USA, Canada, Korea and Japan as well.Chapter four focuses on the negative effect of the appraisal right of dissenters and the way to avoid it, which is the feature of this dissertation. The analysis on the negative effect aims to provide a broad view for the legislators while the discussion on how to avoid the negative effect is significative in practice.Chapter five is on how to improve the appraisal right of dissenters in our country. The new Chinese Corporation Law has included the appraisal rights of dissenters. This is a big step forward for our country's corporation law. However at present, the appraisal rights should be developed further more. On the basis of analysis on the present legislation in China, this part provides legal suggestion to improve the remedy in China.