Research On The Appraisal Right Of Dissenter

Capital Majority Decision Principle is the basic principle of the decision-making form of Modern Corporation. The shareholder's right to vote has the direct ratio to the amount of shares that the shareholder holds. In the legislation of Modern Corporation, the(General)meeting of shareholders can regard the majority shareholder's meaning expression as the meaning of the corporation and transforms it as corporation 's motion, and it has the restraint function to the minority shareholders. Theoretically speaking, if the Capital Majority Decision Principle is not abused by the majority shareholders, it will play a vital role in protecting the investment enthusiasm and balancing the interests between the majority and minority shareholders as well as enhancing the management and policy-making efficiency of corporation. In the virtual operation of the corporation, however, the Capital Majority Decision Principle overreaches the boundary entrusted by the law, and the principle is easily abused by the majority shareholders (esp. the controlling shareholders). They ignore the interests of minority shareholders in the adjustment of important events of the corporation. As a result, essential inequality between the majority and minority shareholders occurs. Because of the detect of the Capital Majority Decision Principle, the minority shareholders can do nothing but be compelled to leave the corporation by food-voting, facing the pass of the corporation's decision.The fact that the appraisal right of dissenters has evolved into a protection tool for the minority from the conception of protecting most of the shareholders leads it to balance the interest between the majority and the minority. The system of the share-buying appraisal right of dissenters has gradually been adopted by Britain, Canada, Italy, Germany, Japan, North Korea, China, Taiwan, etc, since it became into being and was established in America. These countries and areas'practices have proved that the appraisal rights system is an extremely effective system in protecting minority shareholders'rightIn 2005, the appraisal rights system has been established in Chinese new corporation law, which provides a legal relief way for the corporation minority to seek legal protection when their interests are being threatened. However, for lacking the corresponding design in specific application, the system has many problems in entity as well as in procedure. As a matter of fact, the system hasn't been essentially established in China. The rapid and violent development of China's economy, the more and more active corporation operation and the complicated corporation government structure call for the Chinese corporation legislation to offer the Chinese corporation a more loose legal environment and a powerful protection in the international competition. The legislation of this kind accords with the tendency of contemporary corporation legislation that provides legal protection for the minority shareholders, and that explicitly, specifically affirms and consummates the appraisal rights.Through the theoretical analysis of the appraisal rights system, this article introduces the formation, development and change, as well as the main function of the conception of the appraisal rights system; With the comparative research method, taking the American demonstration corporation law, the Japanese commercial law, the South Korean commercial law as well as Taiwan corporation law for example, this article specifically has compared the appraisal rights in other national and the regional legislation content. Finally we have the rational ponder about legislation present situation in our country, and propose our own frame legislation suggestions on reconstructing this system, hoping that it is some help to the improvement of the present appraisal rights system in China.