The Appraisal Rights Of Dissenters

As a powerful weapon for minority shareholders to protect their rights and interests, the appraisal rights of dissenters can make up the economic losses which take by the majority-capital-control doctrine. It's a great progress for the Company Law of our country to introduce this system. This paper mainly uses Value Analysis, Comparative Analysis, Norm analysis to analyze the appraisal rights and give some suggestion to perfect this system.The first part is an overview of the appraisal rights of dissenters, and the main content are the meaning of this system,the necessity analysis and the functional analysis of the system. The author think the appraisal rights of dissenters is self-beneficial, inherent right of shareholders. The author also think that the reasonable expectation theory, unfair treatment relief theory and the benefit balance theory can prove the rationality and necessity of the appraisal rights of shareholders. The purpose of the appraisal rights of dissenters includes liquidity function, protecting minority shareholders, regulating the fiduciary duty of the majority shareholders and achieving maximum benefits.The second part analyzes the framework of the appraisal rights of dissenters. Through analyzing and comparing several countries'company laws, this part abstracts the framework of the appraisal rights of the shareholders. The framework of this system mainly include corporation sorts, trigger events, shareholder kinds, procedure, fair value, exclusivity, restriction and invalidity.The third part is about the law and the judicial practice of our country, including the analysis of the judicial practice and the interpretation of the legal provisions. The flaws of the Company law as follows: the types of corporation and the kinds of shareholder are not certain; the trigger events are so few; the procedure is so curt; the criterion for getting the fair value is lost; lake of the provisions of restriction and invalidity; there is no regulation of exclusivity. The fourth part is about how to perfect the appraisal rights of dissenters in our country.The author believes that for perfecting the system. In cognizance of the flaws in the third part, the author's suggestions as follows: Specify the types of the corporation and the kinds of the shareholders; allow more trigger events; perfect the procedure and so on.