Study On The System Of Appraisal Rights Of Dissent Shareholders

Corporation is the effective organization of contemporary capitalism. "Majority Voting" principles of countries or regions tend to become the general provisions of company law when Significant structural changes in the company. No doubt, "Majority Voting" which reflects the shareholder democracy, the idea of equality of capital will help the company run smoothly. However, the "Majority Voting", after all, probably at the expense of the expense of the interests of minority shareholders in exchange for the company to improve operational efficiency. In the current majority shareholder and minority shareholders of the company capital in the context of power disparity, "Majority Voting"no doubt in a weak position to make the minority the right to speak even more diminished, and thus not conducive to attracting capital to participate in social loafing company is not conducive to the company Long-term development and the national economy healthy.Dissenting shareholder the right to share buyback is in this context came into being, the company had a major fundamental change, giving shareholders the right to dissent, the dissenting shareholder to receive fair compensation for the way to recover the investment provides the possibility to Prevent the abuse of their dominant majority shareholder, against the interests of minority shareholders. The system is fully protected as the rights of minority shareholders is one important mechanism, originated in the United States. In 2005, China amended the "Company Law", through the addition of two clauses in Stock Repurchase Request dissenting shareholder rights system adopted by a clear system.Stock Repurchase Request dissenting shareholder rights, the legal nature, belong to a separate shareholder rights and inherent right of shareholders, but also the formation of rights and exclusive rights in one, while the right of self-interest and common interest nature of the right. The vision of the modern market economy, the scholars were right from the expectations theory, equity theory, group theory and other aspects of biodegradable paper rationality of the existence of the system and the necessity for the objection to these statements the right of shareholders to establish stock buyback lay A profound legal basis. However, the dissenting shareholder the right to share buy-back request system to some extent, in violation of the principle of capital maintenance is not conducive to corporate creditors protection, affect the efficiency of business operations.Therefore, how to practice in company law to overcome the shortcomings of the system itself, give full play to claim share repurchase rights of minority shareholders in the protection of the positive role of the majority of scholars is a matter of concern.Stock Repurchase Request dissenting shareholder the right to adequate protection system as an important mechanism for the rights of minority shareholders is one, originated in the United States. In 2005, China amended the "Company Law", through the addition of two terms on the dissenting shareholder the right to share buyback system clearly adopted. Which to some extent, for our medium and small shareholders rights in the company encountered difficulties in providing universal relief, increased investment is not a high exit costs, thereby reducing the investment risk. The legislative initiatives will undoubtedly absorb idle capital in the company management, development of the socialist market economy boost. However, as usual in our legislation to take progressive mode, the current "Law"to repurchase shares of dissenting shareholder provisions of Right to the principles and still relatively vague, operability is not strong enough, both in substantive and procedural flaws there are many. To meet the market's rapid economic development on the protection of minority shareholders rights and interests of the new requirements, drawing on the experience of foreign countries on the basis of relevant legislation, improve the share buyback of dissenting shareholder rights system is necessary. First of all, should further increase the share buyback for the shareholders the right to challenge the reasons for the fact that, clearly defined scope of that right. Second, determine the standard of a reasonable price share repurchase, share buyback to resolve objections to the shareholders the right to the core issue in the system, the absorption of overseas legislation reasonable elements in the valuation model was constructed in line with China's national conditions share repurchase price valuation model. Again, the scientific design of the dissenting shareholder the right to exercise the share buyback program to procedural justice to promote the formation of substantial justice. Finally, to clearly define the rights of share repurchase claim boundary, give full play to their rights and interests of minority shareholders in the protection of the active role to curb the inevitable negative effects of its own, will request the right to repurchase shares of dissenting shareholder limit by law the cage, To maximize the value to the system of play.