Dissenting Shareholder Equity Buyback Rights System Study

In companies operating process, contemporary company law adopted the Majority-capital-control doctrine. Strong stock holder may make the decision alone for company amalgamative, schism, add endowment, furthermore, significant important matters such as trading behavior. So the benefit of the minority stockholder may be hurt. Many of the world's countries and regions of legislative regulations established to protect minority shareholders'rights. Appraisal right is one of them. This system gives minority stockholder the right to exit a company when the company intends to conduct major matters of the resolution that could influence their rights. In 2005, the company law in China established the system by foreign company legislative experience. But from our system research and legislative practice situation, this system has names don't unity, applicable circumstances do not perfect, lack of procedure problem. This article analysis the system theory basis, foreign lawmaking frame, according to our country's legal system environment construction of the shareholder dissent to determine the repurchase the system of guiding ideology, perfecting shareholder to repurchase the system of dissent put forward ideas. The article is divided into four parts:The first chapter of the shareholder of objection to repurchase the system of the connotation and characteristics research investigation, and comprehensive analysis with the other medium and small shareholders relief to the difference, clarify means basic concept, pointed out that the system's unique value. At the same time, the system of academic research in China the name of settle the deserved to determine the cancelation of the argument, the name of this system, put forward the personal opinion.The second chapter of objection to repurchase the system of ownership of the theoretical basis and the balance and the creditor benefit protection discussion in company law system, demonstrates the rationality of establish the system and value tendency; Chapter 3 inspection, comparative analysis of other countries and regions of the shareholder dissent repurchase claim the institutional framework, and analyses its worth learning places; The fourth chapter of our objection of the shareholder repurchase the system of legislation in China, the article analyzes the construction of the system of clear guiding ideology of the system in China, points out that the provisions of the reference shortcomings and other countries and regions by the advanced experience of perfect our country's objection put forward repurchase the system of the shareholder conception.