Dissentient Shareholder Buyback Rights

The appraisal remedy provides shareholders who are dissatisfied with certain fundamental changes of the corporation the option of having their shares repurchased by their corporation with fair value for cash. It originated from the United States and was provided by relevant laws in many other countries as a typical protection for minority shareholders under the notion of majority control. China has also adopted this remedy in its newly revised edition of Corporate Law in 2005 by adding two articles.This dissertation analyzes the basic theories , functions and fundamental principles ascribed to the appraisal remedy in a complicated point of view, and makes comments on the revised version of our corporate law towards the coming applications ,both in academic constructions and in the practice.The body of the dissertation includes four parts.Chapter One describes the basic theories of appraisal rights. It's an introduction of regulations concerning the definition, nature and applications.Chapter Two focuses on the functions. Throughout the research the author finds that the functions have changed much in the history, from a traditional liquidity function to a monitor method on the protection of minority shareholders.Chapter Three draws on fundamental principles of this remedy. This part goes further to seek the justice of the rights, which have many conflicts with other basic principles such as majority control, the freedom of corporation and the right of creditor. It illustrates that this rationality lies in five aspects. Also, several resolutions are proposed to make up its limitation.Chapter Four makes comments on this appraisal rights in the corporate law of China towards the coming applications. This part examines the principal parts, applications, procedures etc. and then points out the shortcomings of our regulations, both in academic constructions and in the practice.Finally, there is a conclusion of the whole dissertation.