Dissentient Shareholder Appraisal Right

The appraisal rights, or the appraisal remedy, originated from the case lawof19th century America, refer to the rights of shareholders to dissent the decisionsconcerning fundamental changes of the corporation, and to ask the corporation buyback their shares with fair value. The main purpose of the rights is to compensate theminority shareholders and therefore to extricate the majority shareholders out of therequirement of unanimous consent, and hereby to realize the equilibrium of bothjustice and efficiency.The thesis introduces something about the appraisal right of dissenters in detail,analyses the historical reasons it came into being and developed, discusses itstheoretic bases, makes a contrastive study on the system in the company laws ofvarious countries, and presents the suggestions on establishing the system in ourcountry. This paper consists of three parts. Here the author only elaborates every partbriefly.The first part talks about the conception the characteristics and the theoreticalbases of the appraisal right and where it comes from. Additionally, it also includeswhat differences between this system and other systems similar with it.The second part makes a contrastive study on the system in the company lawsof various countries discusses it on the legislative styles, the companies it applies to,resolution proceedings, the shareholders it applies to. The procedure brought intoeffect, the disposal of stock, protection of the creditors and so on.The third part mainly focuses on the problems of the laws about the appraisalrights in our country, and gives some suggestion and countermeasure to consummatethe law rule in our country.