On The Dissentient Shareholder Appraisal Rights System Value

The appraisal right is the statutory right of corporate shareholders who oppose fundamental changes of the corporate to have their shares judicially appraised and demand that the corporation buy back their shares at the appraised value, and then to bow out of the corporation. This system originated in American case law of 19th century, and it is generally acknowledged to protect minority shareholders as a strong weapon, at the same time to balance the interests among the corporation,majority shareholders and minority shareholders. The appraisal right has been accepted by the corporation law in many countries, and involved to some extent in our current legislation. However, the legislative level is low and the application is difficult, so it is necessary to complete and perfect this system. This completion and perfection of the system need the guidance of the value of the system,so studying the value of the appraisal right becomes the main content of this thesis. The emerging background,the historical development and the present legislation of the appraisal right are the basis for understanding the system,and are also the material of studying the value of it.The value of the appraisal right consists of two sides, positive and negative, and specifically speaking, the positive value includes the functional value and the deserved value. The purpose or the function of the appraisal right belongs to the range of the functional value, and in history the appraisal right had the functional value of making up for the right to veto that minority shareholders lost,providing the liquidity ability,remedying the constitutionality problem,strengthening the control power of majority shareholders and so on. With the development of the legal system on the corporation ,scholars from America have put forward the wealth appropriation theory,the inframarginality,reckoning and discovery theory,the managerial incentives theory and the preference reconciliation theory to explain the role of the appraisal right in the circumstances of the modern corporation law,and thus new functions of the appraisal right have been endowed, of which the preference reconciliation theory is most desirable. The deserved value is a kind of goal, and according to the theoretical basis and the constitution of the appraisal right, at least it should include fairness and efficiency. After all they are the goals pursued eternally by law and the society. The negative effect brought about by the application of the appraisal right is the reflection of its negative value, such as the violation of the principle of sufficiency of corporate capital,the addition of the financial burden of the corporate and the difficult determination of the purchasing price of the dissenters'shares and so forth. However, in comparison with the positive value of the appraisal right, the negative value of the appraisal right is incapable of deciding its...