Dissentient Shareholder Appraisal Rights Research

The appraisal remedy originated from the United States and was accepted worldwide as an important right for protecting minority shareholders under the modern corporate rule of majority control. With the development of history, the function of the appraisal right changes. In history, the appraisal remedy was created to provide an exit. But nowadays it tends to emphasize the valuation system and the function of monitoring since there are many unfair phenomena such as'cash out'.China has also adopted this appraisal remedy in its newly revised edition of Corporate Law in 2005.By objectively checking the local environment for legal transplant and making comments on the current legislation of appraisal remedy, we definitely realize that the legislature should pay more attention to many questions on the appraisal right. The appraisal remedy designed in China is rough in content. It lack necessary articles on many aspects such as application scope and procedures of claim, and doesn't have powerful operability. Besides, there are some special conditions in China, for example, State-owned stock is "only one big share" in stock markets, which make it more complicated to improve the system of appraisal remedy.This dissertation chooses the appraisal right of dissenters as object of study. Firstly, it analyzes the basic theory of the appraisal remedy such as theoretical foundation, aiming at discussing its changing function during the evolutionary process. Then it makes comments on the appraisal remedy in the Corporate Law of China, and finally it puts forwards some correspond advice from many aspects on improvement. On the one hand, we should make up the deficiency of the appraisal remedy by using the foreign countries'experience for reference. The subject of right need to be detailed, the Market Exception Rule be abandoned, the applicable object be defined, application scope be expanded, procedures of claim be specified, and the system of evaluation be set. On the other hand, based on the modern corporate statute and the reality of the securities business in China, we should manage to complete the localization of the appraisal remedy. For example, we must pay more attention to the realistic significance of valuating the dissenters'stock. Briefly speaking, based on legislative technique of the continental law system, the legislature should broaden minds, and make great efforts to build proper institutional arrangement. Thus, the appraisal rights in China will turn to be more corresponding with our local national reality, and play a right part in the current economical life to protect the interests of minority shareholders.