On Dissentient Shareholder Appraisal Right

In this article, the author introduces some knowledge on the appraisal right of dissenters and considers it is an important and effective right especially to these shareholders who disagree the important decision of shareholder meeting. The writer claims our country should establish this system in our future company law. This paper consists of six parts. Here the author only elaborates every part briefly.The first part is introduction. In this part, the writer studies the problems in company system and points the necessity of the appraisal right of the dissenters. Then the author introduces some related contents in foreign country and the current situation of it in our country and the writing background. At last, the author brings forward her view establishing the system in our company law.The second part talks about the concept and the characteristics of the appraisal right and where it comes from. Additionally, the author tells us what differences between this system and another system similar with it in negotiable securities law of our country.The third part studies of the theoretical bases of the appraisal right from four aspects. The first theory is Majority Rule which has its own defect. Majority Rule only make the ideas of most shareholders be company's ideas neglecting those of the minority's. Which produces efficiency but at the same time non-equality between shareholders in essence. In order to amend this detect, it is necessary to endow shareholders with the appraisal right. The second theory is expectation right theory. This theory means that every shareholder has the expectation right and great changes of company may make he lose this right. It is necessary to endow him with the appraisal right to make up with his loss. The third theory is shareholder equality theory. According to this theory, every shareholder has same right that encloses not only form equality (share equality) but also substantial equality. The appraisal right can lead to the substantial equality among shareholders. The fourth theory iscompany compact theory. The author considers that the company is only a compact among shareholders with the company constitution. Every shareholder has the right to exit the company freely. The company law should ensure this right.In the fourth part, the author introduces many contents related to the appraisal right of several foreign countries. Such as the styles of legislation, the types of the companies, the types of decisions, the types of shareholders and the procedure that the right is brought into effect. Through the comparison, the writer wants to find something that is good for our legislation. In this part, the method of share evaluation is discussed full and accurate.The fifth part talks about the current situation of our legislation and academic on the appraisal right of the dissenters. In our company law, there is no system on the appraisal right. And in the academic circle, scholars have not yet paid much attention to it.In the sixth part, the author tells us how to establish the system of the appraisal right of the dissenters in our future company law. Firstly, the author discusses why we establish this system. Secondly, the author tells us how to establish this system. Thirdly, the author studies how to make the appraisal system coordinate with related systems.