On Dissentient Shareholder Appraisal Right

The appraisal right of dissenters is a system protecting the rights of the minority shareholders. It provides a way to settle the conflict of interest between the majority shareholders and the minority shareholders when great changes have taken place in the company's structure. As an eclectic measure to balance the interest of both sides, the system protects not only the right seeking the company's structural changes of the majority shareholders, but the right choosing to exist the company of the minority shareholders. The thesis introduces something about the appraisal right of dissenters in detail, analyses the historical reasons it came into being and developed, discusses its theoretic bases, makes a contrastive study on the system in the company laws of various countries, and presents the suggestions on establishing the system in our country.Part I :foreword. The system is defined concisely and the reasons it came into being in America are analysed. The thesis holds the view that the system and Majority Rule are simultaneous and indivisible. The establishment of the system is to avoid and overcome the abuse of Majority Rule.Part II :the theoretic bases of the appraisal right of dissenters. The thesis discusses the foundation establishing the system in countries of Anglo-American law system and countries of the continental law system. The scholars in countries of Anglo-American law system make contract doctrine and expective right theory as the theoretic bases of the system, while the scholars in countries of the continental law system make group divisible doctrine as the bases. The writer thinks that the protection to the minority shareholders of the appraisal right of dissenters is very necessary from angles of any doctrine.Part III: the legal applicability of the system. The thesis makes a contrastive study on the system in the company laws of various countries and discusses it on the legislative styles the companies it applies to theresolution proceedings the shareholders it applies t the procedure brought into effect, the disposal of stock protection of the creditors and so on. Considering that the proper opposition procedure can play important roles ensuring the system, the writer expounds it in detail.Part IV:how to establish the system of the appraisal right of the dissenters in our country? The thesis analyses the three defects of the legislation of the system in our country and presents suggestions on legislative system applicable scope exerting process and so on. The thesis holds the view that the governmental implemental colour of companies should be weakened and the element of its folk technique should be strengthened so that all the companies can be treated equally.