A Study On The Difficult Problems In Handling The Repurchase Right Of Shareholders' Share

Under the current circumstances, both the globalization level of economic and the frequency of major economic activities have increased rapidly, appraisal rights of dissent shareholders, being an important relief measure of minority shareholders in a weak position under the "capital majority decision" voting mechanism, have been a long-standing widely used system in many countries and regions in the world. The appraisal rights of dissent shareholders had developed more completely and provided an effective quit path and economic compensation for dissent shareholders against firms’major business decisions in practice in some countries and regions. Since China established the Companies Act in2005, first time to establish the appraisal rights of dissent shareholders regime, relevant legislations have been stagnant; only article75and article143in the Companies Act can be regard as instructions and guides for the practice of appraisal rights of dissent shareholders.Analyzing amount of cases of appraisal rights of dissent shareholders in practice in China, this article came to a conclusion for problems aiming at difficult problems and controversial in specific cases. In order to solve these problems, this article, using a detailed analysis of value, comparing and taking examples by advanced relevant legislation in other countries and regions, hopes to make sophisticated suggestions for the legislation and practice of the appraisal rights of dissent shareholders in China, and therefore, solves the problems of relevant exercising of rights.This article have been separated into three components as follow:The first component begins with true examples in exercising appraisal rights of dissent shareholders in China, analyzing problems and controversial in specific cases, such as the unclear dominant position of incomplete equity shareholders, insufficient scope of rights, rough process of right exercising, lack of explicit repurchase pricing mechanism, and conflict of the protection of shareholders’rights, of the appraisal rights of dissent shareholders in China.In the second component, in order to figure out these problems, based on the law and economics theory of appraisal rights of dissent shareholders, viewed with the respective of subject, scope, procedure, and repurchase pricing mechanism of appraisal rights of dissent shareholders, this article have deeply analysis the relevant legislation in countries and regions such as United States, Canada, Japan, and Korea, to select and absorb experiences of legislation that are appropriate to actual situation of China at current stage.In the third component, based on mass of actual cases in China and the analysis of value, this article have made suggestions of defining the subject of exercise of rights, extending the scope of rights, completing the procedure of rights exercise, determining the pricing methods of shares repurchase, and reinforcing the protection of the benefits of shareholders, in order to partially solve problems of the exercise of appraisal rights of dissent shareholders in China, to make suggestions to the undergoing relevant legislation practice, at the meantime, to impel the protective effects of this regime to minority shareholders sufficiently, to improve the efficiency of firms’ decision-making, and ultimately to contribute to the sustain and flourishing development of China economic.