Research On The System Of The Appraisal Right Of Dissenters

New Corporation Law of our nation regulates the appraisal right of dissenters for the first time, which can be said to be a great breakthrough. This system originated from the common law country, as a system to protect the rights of the minority shareholders, which delegate the right to withdraw from the company to the minority shareholders on the premise of obtaining fair compensation. The majority, excluding from interfering, make their decision be carried out smoothly, and then realize win-win. But, according to the stipulations of new Corporation Law, this system is applied restrictedly in joint-stock companies. So, the author in the article has carried on deeper research to the system of the appraisal right of dissenters in order to seek the wider suitable space of this system in joint-stock company. The basic structure of this text is as follows:The Preface introduces the necessity that our corporation legislation injects the system of the appraisal right of dissenters through an analysis of background of this system. At last, point out the drawbacks that it exists—the suitable space in joint-stock company is quite narrow and should be improved.Chapter one: "the theory analysis of the appraisal right system of dissenters of the joint-stock company". First of all, the author introduce definition ,nature and Legal Characteristics of this system, in comparative detail that the reasonable foundation of the appraisal right of dissenters is suitable in the joint-stock company, especially introduce" Behavior Finance theory", which offer the solid theory base for the appraisal right system of dissenters of the joint-stock company. Secondly, described the necessity of the appraisal right system of dissenters of the joint-stock company and confer the choice relation between the market withdraw mechanism and the appraisal right system of dissenters which is a statutory way. The author thinks that the market withdraws mechanism remains the primary way by which the shareholder withdraws from the company easier. The appraisal right system of dissenters as the beneficial supplement of the market mechanism, function within the limited range, but its function can't be replaced.Chapter two: "the subject range of the appraisal right of dissenters in joint-stock company". This chapter mainly includes two parts of contents: who have the right to exercise the rights and who must bear obligations. At last, point out that the Controlling shareholder shouldn't be responded with the behaviors of company.Chapter three: "The fact important document that the appraisal right of dissenters takes place in the joint-stock company". Have introduced extensive legislative style and narrow legislative style ,have analyzed the main factors that effect the scope of application of the appraisal right of dissenters, then think: The fact important document of application of the appraisal right of dissenters in joint-stock company should include: Amalgamation and discrete of the company, the altering of corporation's constitutions, the sale and replacement of great assets, the great related trade items of the company and other items stipulated in by-law of corporation.Chapter four:" the procedure regulation on the appraisal right of dissenters applied in the joint-stock company", Mainly have introduced the general procedural regulation of the appraisal right of dissenters in various countries legislation, A key step in this procedure is the method of assessing price, then have introduced the plate way of Delaware, the cash flow discount method, the price accepted by the third-party method, relevant factors method, four kinds of assessment methods. there is no any kind of method is can be suitable for all situations.So,I think The Corporation Law can require company to stipulate a kind method of assessment properly, in order to prevent the difference from choosing the method. When conflicts happen.Chapter five:" the legal restrictions on the appraisal right of dissenters in the joint-stock company" Expound the invalid situations for the appraisal right of dissenters, Meanwhile, discussed the exclusiveness of the appraisal right of dissenters, and the necessity of limiting to it in more detailed.In summary: have defined that the appraisal right of dissenters can not exist in isolation, it requires the perfection of the related system such as the legal capital system, the implementation of the electronic information technology, and the strengthening controlling shareholder's sincere obligation. All will create good condition and environment for the appraisal right of dissenters in the joint-stock company.