A Study Of The Appraisal Right Of Dissenters

The Corporation Law revised in 2005 establishes the system about the appraisal right of dissenters. This system can balance the benefits of all parties and protect the minor shareholders'interests. Based on Article 75 of the Corporation Law, the thesis illustrates and analyzes the theoretic and social foundation of this system, as well as its characteristics and value. Furthermore, with a view to the system's prospect, the thesis points out the uniqueness and value by comparing it with other systems that have similar functions.In addition to foreword and conclusion, there are 3 chapters in this thesis.Chapter 1 is an introduction to the appraisal right of dissenters from the aspects of definition, law characteristics, origin, legislations in different countries, and the current law in China. After explaining the definition by scholars at home and abroad and various legislations, the author puts forward her own opinion. Then it traces back to the origin and introduces the different legislations. Finally it illustrates Article 75 of the Corporation Law.Chapter 2 introduces the theoretic foundation and value of the appraisal right of dissenters from the aspects of theoretic basis, theoretic evidence, and the comparison with other theories. The author illustrates the main viewpoints in the academic circle and puts forward her own opinion: the appraisal right of dissenters can protect minor stockholders, and it is a necessary correction of the"majority rule"principle and it is helpful to carry out the principle of"shareholders are equal". In order to stress the value and uniqueness of this system, it makes a comparison with similar systems from the aspects of application scope and effectiveness, and it comes to the conclusion that corporations can benefit most at the lowest expense from this system.Chapter 3 focuses on Article 75 of the Corporation Law and the perfection of the system in China. Although the Corporation Law confirms the system, the regulations are too general and its function cannot be seen in reality. Particularly, the following aspects need to be perfected: dissent time, dissent method, application scope, fair price, suit right of dissenters , effect and exclusiveness of the claim right,payment and treatment of share, procedures of claim, etc.The thesis comes to the conclusion that the superiority and value of this system is unquestionable, but every coin has two sides. It is expected that there will be corresponding judicial systems.