Study On The Appraisal Right Of Dissenters

The appraisal right of dissenters refers to the right of shareholders granted by law to disagree with the resolution related with fundamental changes of the corporation.It means that the shareholders who dissent to the resolution of the corporation are entitled to demand the corporation to buy back their share with fair value and thereby withdrawal .The appraisal rights is created with the purpose to amend the principle of majority rule. Since minority shareholders's interests are ususlly" legally" invaded when corporation is merged or divided, so It is widely accepted to protect the interests of minority shareholders properly. Appraisal right of dissenters is just one of the most effective measures to protect Minority shareholders's interests.The corporation law newly revised in 2005 has stipulated the appraisal right of dissenters, which is the great progress of our corporation law.However ,the corporation law newly revised stipulated the appraisal right of dissenters too simple and principled, especially in procedures and share evaluation which may confine its effect in practice.This paper aims at the design of specific rules of the appraisal right of dissenters and the perfection its function in practice.This paper, in the sight of share company, analyzes the concept,origin,characteristic,relevant theory and the advantage and disadvantage of the appraisal right of dissenters, and finally gives advice on the perfection of the appraisal rights referring to application scope,the procedure,share evaluation and other mature system of the appraisal rights of other countries'corporation law.