The Research On The System Of Appraisal Rights Of Dissent Shareholders

The appraisal remedy provides shareholders who dissent the decisions concerning certain fundamental changes of the corporation the option of having their shares repurchased by their corporation with fair value for cash. The main purpose of the rights is to compensate the minority shareholders and therefore to extricate the majority shareholders out of the requirement of unanimous consent, and hereby the equilibrium of both justice and efficiency.It originated from the United States and was provided by relevant laws in many other countries as a typical protection for minority shareholders under the notion of majority control.China has also adopted this remedy in its revised edition of Corporate Law in 2005 by adding two articles. This system provides advantageous safeguards of system,but it still has many deficiencies.This article begins from the basic theories, functions, jurisprudence base of the system of the appraisal rights of dissent shareholders. Then it analyses the system of the appraisal rights of dissent shareholders in some countries and areas,especially in the United States. At the same time,this article has carried on the evaluation to Section 75 and Section 143 of our country's Company Law, point out the deficiencies of the system of the appraisal rights of dissent shareholders of my country.The main facets are:1, the provision of applicable shareholders is fuzzzy and narrow; 2, the provision of applicable companies is narrow; 3, the provision of applicable specific issues is narrow ; 4, the exercise program is lack; 5, the pricing of the appraisal shares is simple; 6, the provision of the burden of administration of justice and assessment is fuzzy. Referencing the experience of various countries and areas where the system of the appraisal rights of dissent shareholders is rather mature, I give out the corresponding measures which to make the system perfect, I hope my article can be able to contribute my strength to the consummation of the of the appraisal rights of dissent shareholders.