Appraisal Rights And Judicial Remedy Investigation

The appraisal remedy 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 is great important to protect minority shareholders and to guarantee execution of great decision of corporation. It originated from the United States and was provided by relevant laws in many other countries. China has also adopted this remedy in its newly revised edition of Corporate Law in 2005, however, the articles is too simple to execute. Therefore, it is necessary to investigate this law in jurisprudence to promote consummation and execution of this law. Four main parts is included in this dissertation except for the introduction and conclusion.First, the intention and means adopted in this dissertation are introduced.Second, fundamental principle of the repurchase rights for dissent shareholders is expatiated. Signification and power attribution of the repurchase rights for dissent shareholders are defined. It is not dispensable to analyze the fundamental theory of civil law in this part. The different condition can be differentiated in the execution of law only the essence and attribution of this law are clear. That is, the reasonable requirement of shareholders should be protected, at the same time the abuse of their power should be prevented. Furthermore, the theoretical foundation of the repurchase rights for dissent shareholders is expatiated. In this part, the theory of expected benefits provides the criterion for us to judge if the enactive protection range is appropriate. The importance of the repurchase rights for dissent shareholders is also discussed in this part.Third, the corresponding laws in USA, England, Japan and Taiwan are compared. On the one hand the framework of the repurchase rights for dissent shareholders can be perceived by this comparison; on the other hand the shortcoming of this law in our country can be discovered and is redressed.Fourth, history of the repurchase rights for dissent shareholders in our country is reviewed and the advantages and shortcomings of the current law are discussed. Some advices are also given to consummate the current law.Finally, result from the imperfection of the articles in repurchase rights for dissent shareholders in our country, large number of law cases will inevitably swarm into regional courts. Therefore, the function of judicial remedy is advised to be used to protect legitimate rights of various parties in this part.