On The Dissentient Shareholder Buyback Rights

The appraisal rights of the dissenters originated from common law, the purpose of this system is that, when a corporate transaction fundamentally affects share rights, the dissenting shareholders are to be entitled to dissent from such a transaction and receive rational payment of the appraised fair value of their shares, and then secede from the corporation that has fundamentally changed. Our recently company law has established the appraisal fights of the dissenters. The establishment of this new system indicates that the company law of our country has greatly development recently days.The appraisal rights of the dissenters result from the principle transformation of company decision-making, which takes "Unanimity Rule" to principle of "Capital Majority Decision". The primary target of the system is to protect the minority shareholders' rights while the majority shareholders seeking the structural changes of company. Nowadays we found the system of appraisal fights of the dissenters also has the function of protecting majority shareholders' rights. It makes the majority more independence in decision-making on company matters and can timely carry decision into execution.In our company law there list five situations in which the appraisal rights of the dissenters can be applied, such as combination, schism and modification of company constitution. The thesis start from the introduce to the theoretic bases of appraisal right, and then makes a elaborate discussion on the system in the corporation laws of various country, and final presents the suggestions to revise and perfect the system in our company law.The thesis is composed of five parts. Here the author just elaborates every part briefly.The Preface: the thesis investigate from the introduction of fury competition between corporations nowadays, and then analyses the necessity of setting roles which can protect infirmness colony from being trespass in competition. It also pointed out that it is just why the appraisal rights of the dissenters in our law system established.In the first part, writer introduces the definition, quafity, basic theory and value of the appraisal rights of the dissenters. Firstly, the definition has been defined concisely and the reasons it came into being in America are analyzed. Secondly, the thesis discusses the foundation theory establishing the system. The author introduces three kind of foundation theory mainly: the anticipate interest right theory, the equity theory and the good faith manufacture theory. Thirdly, the author introduces the quality of this fight, which was serf-beneficial, inherent and can be exerted separately. Finally, the thesis introduces the value of the appraisal rights of the dissenters. The system not only can protect the interests of the minority shareholders, but also protect the interest of majority shareholders. Just because of the existence of this system, the minority and minority shareholders' interests are able to be balance.In the second part, the author introduced many contents related to the appraisal rights of the dissenters in several countries abroad. The styles of legislation, the types of the corporation and shareholders which are suitable to this rights, the methods of appraisal and the procedure that how the right is brought in effect are introduced in this part.In the third part, the author talks about the current situation of our legislation and then point out the defect of the appraisal rights of the dissenters. At last it give some advice in order to perfect the system of appraisal rights of the dissenters. The author claims that the choice of legislation style is suitable for our situation, but we should amend our procedure of implementing the appraisal rights of dissenters. And we also should define some situation in which the rights would become invalid.In the last part, there is the conclusion of the whole thesis.