Study On The Appraisal Right Of Dissent Shareholder In Listed Company Merger

In recent years, the cases of Listed Company Merger in China are increasing. The stock replacement merger is going to be the trend of Listed Companies Merger, because of avoiding substantial cash flow and saving the transaction cost. However, in the merger of listed company, the interests of dissent shareholders are always being disregarded, even being damaged. Throughout the legislations and practice of other countries, all mainly provide the dissent shareholders legal protection through the system of information disclosure, the Fiduciary duty of controlling shareholders and the appraisal right of dissenters. The appraisal right of dissenters is important tool to protect the interests of dissent shareholders during Listed Company Mergers. Chinas current company law provides the system of appraisal right of dissenters, but its provisions are too simplified to provide company practice feasible legal regulation. This thesis, starting from the practice of listed company from our experience and two cases of listed company merger in china, studies the system of appraisal right of dissenters through Empirical Analysis Method, Comparative Analytical Methods, Value Analysis Methods, Economic Analysis Methods. The thesis is divided into four parts except the introduction and conclusion.Part one, combing given cases, puts forward the issue of the appraisal right of dissenters during in listed company merger in china: how to define the subject scope of right and duty of the appraisal right of dissenters, how to define the procedure , how to assess the price of repurchased shares.Part two discusses the subject scope of the appraisal right of dissenters. our country's legislation did not specify this issue, resulting confusion in the company practice, injuring the interests of shareholders. For the scope of shareholders enjoying the appraisal right of dissenters, overseas legislations include two legislative patterns: one is that the scope is confined to the dissent shareholders of acquired company, the other is that the scope includes he dissent shareholders of the acquiring company and acquired company. For the scope of subject duty, there are two legislative patterns: one is that only the companies undertake the duty of repurchasing shares, the other considers the company and the controlling shareholder as the duty subject. The authors argue that the legislation shall provide equal right to the dissent shareholders of both parties, controlling shareholders do not have the repurchase duty. Part three discusses procedure of exercising appraisal right of dissenters. Our legislation left out severely. All companies simply go on one's own way in the practice, prejudicing minority shareholders'interests. Overseas legislation generally establish the procedure definitely. The authors argue that our legislation shall specify and detailing the procedure. The specific procedures shall include the following contents: Firstly, the company's obligation to inform the shareholders of the merger and their rights; Secondly, The shareholders must inform the company his objection before the shareholders conference; Thirdly, The shareholders do not vote in favor in the shareholders conference; Fourthly, company shall disclose the vote and the procedures of exercising relevant rights; Fifthly, the dissent shareholders shall submit his request of exercising rights; Sixthly, company shall determine and disclose the price of repurchased shares; Seventhly, remedies of the dissent shareholders; Eighthly, payment of the price.Part four mainly states the issue of appraising price of repurchased shares. It includes there contents: the object of determining price, judicial assessment process, assessment method . The authors argue that our legislation shall provide that the company assess the price of the shares,the shareholders have rights of negotiating with company if they disagree. If negotiation failed, the shareholders or the company may start judicatory program. Meanwhile, the author gives some principles of assessing the shares.