Research On The Appraisal Right For Dissent Shareholders

While controlling shareholders pass a resolution which enables the corporation materially change by way of shareholders meeting, dissent shareholders are entitled to require the corporation to repurchase their shares at a reasonable price and withdraw the corporation. This is so-called appraisal right for dissent shareholders .It's an important system arrangement for different nations' corporate law aiming at balancing relevant subjects' interests conflict, perfecting corporate governing and strengthening protection to minority shareholders .In view of inadequate research in domestic law world and existing flaws in relevant stipulations of our corporation law , the author deeply analyzes the basic theories and practical application , referring to foreign advanced theories and legislation experience , and makes several suggestions in order to improve our legislation .In the first chapter, the author gives specific definition to the appraisal right and further clears its intention in contrast with shares repurchase . Afterwards , the author takes a full introduction about foreign classical theories regarding appraisal right ,which includes reasonable expectation theory , unfair treatment relief theory, separable corporation theory and benefit balance theory. Comparatively the benefit balance theory is more reasonable and can be adopted. Lastly the author creatively points out the appraisal right embraces objective value , structural value and comparative value . In addition , it has three functions which illustrates as convenient for minority shareholders to perform, maintaining majority consent and supervising controlling shareholders' undue action.In the second chapter, the author does detailed analysis about the application requirements on the appraisal right for dissent shareholders in the static angle. With regard to the application subjects , it can be divided into dissent shareholders and repurchase shareholders subjects . Only a shareholder has voting right can s/he be qualified as a dissent shareholder . With respect to repurchase subjects , should not be limited on companies , instead controlling shareholders are bound for the repurchase duty in some circumstances. As to application scope, the author holds that appraisal right can be applied to limited liability company and company limited by shares , and it's also essential in the immature securities market. Furthermore, the author proposes the principle and criteria to determine the application terms , and it's at least applicable to the following five circumstances :merger& acquisition, material modification about the association of corporation , shares exchange and material disposition to corporate assets.In the third chapter, the author explains in details the application process of appraisal right of dissent shareholders in the dynamic lay. As to the application procedure, we should observe such designing thought as fairly sufficient and briefly effective . Moreover, the author , relying on the America Revised Model Business Corporation Law, concluded the model process in applying the appraisal right .Fair value (namely the repurchase price )is the core issue in claiming the appraisal right and also is the key factor for protecting the minority shareholders' interests. After defining the appraisal criteria of fair price , the author analyzes the three patterns of fair value appraisal and comes to the conclusion that corporation claiming pattern is more advisable objectively.In the fourth chapter, the author takes a thorough analysis to the relevant stipulations in China Corporate Law and points out its shortcomings. Therefore, with respect to foreign legislation experience and summing up preamble, the author brings forward consummating suggestions in the following aspects : dissent shareholders qualifications, repurchase duty subjects ,specific cases, exertion process and creditor' protection.