On Dissentient Shareholder Appraisal Right System

The protection of minor shareholders has been a hot subject during the modification of 《Corporation Law》. As the scandals like "Zheng Bai Wen" ,"Yin Guang Xia" broke, the protection of rights of minor shareholders was concerned than ever. The protection of minor shareholders was put to schedule by the legislative bureau. During all the methods available, however, the protection of right of appraisal is the one which accounts most. Right of appraisal which was originated from American has developed for more than one hundred years. It is one of the most effective methods in both common law and continental law. It protected the right of minor shareholders and also, contributed to the investment promotion.Part one of the thesis introduces the problems and solutions of the minor-shareholders protection. Part two brings the common solutions of some western countries. Part three analyzes the structures of a "rights of appraisal". And part four presents a legal advice to the current situation. The article has investigated the legal system outside China law system. And on the basis of legislation, legal philosophy, it analyzed the legal provisions of right of minor shareholders. The writer wishes to bring the provision to the domestic scholars and practitioners, and at final, to improve it description in the 《Corporation Law》.