Research On The System Of The Appraisal Right Of Dissenters

Theoretically majority rule is executed in a company's policy decision. In practice majority stockholders, with in hands stock holds which give them rights of decision, can easily overtop their own ideas over others. When there is a short of a strong restriction on them, it will leads to the majority's despotic control which will do harm to the interests of the minority stockholders. Against this situation many measures are carried out in the Contract Law in all countries and areas to protect the minority stockholders, including the appraisal right of dissenters.This thesis consists of the concept of the appraisal right of dissenters, the demonstration of its justness, the nature of this right ; also the thesis describes the right body ,the factual elements of the appraisal right of dissenters and the procedure to exert the appraisal right of dissenters; besides the restriction on the appraisal right of dissenters are part of the content. With the method of comparative analysis the author points out the weakness in the exerting procedure of the right regulated in the Company Law, and on the basis of referring other countries'legislation examples, puts forward such project to reconstruct this regulation, as increasing the company's responsibility of noticing its stockholders, the claiming of the dissentient holders to buy back their shares by the company, etc. to protect the interests of the dissentient holders.