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Theory Of Objection Shareholder Buyback System Of Right Of Claim

Posted on:2013-12-02Degree:MasterType:Thesis
Country:ChinaCandidate:M B LiFull Text:PDF
GTID:2246330362969150Subject:Civil and Commercial Law
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Dissenting shareholder repurchase request the right system in the United States,100years after its creation, the company legislation of different countries (or regions) referenceto transplantation, an important right as a shareholder, became the protection of small animportant part of the system of interests of shareholders. Throughout its production, thedevelopment process, as well as countries with different legal systems of the argument forthis system, explore, affirm or transplantation, deny or modify, such as history can befound, although the history of the evolution of the twists and turns, but in the modernworld This system has been most of the national identity and China is also in2005,"Company Law" is the formal introduction of this system, added an important amechanism of protection of minority shareholders in China.But the shortcomings of the system for the transplantation of foreign laws in thetransplant process, legislators stressed that the acceptance of the principles of law, butignored the clarity of the rule of law and operability, so that in practical applications Thereare a lot of loopholes and blind spots.Remove the introduction and conclusion, the main part of the total can be divided intothree chapters.The first chapter the basic concepts is the dissenting shareholders the right torepurchase request and legislative concepts, but also by the three small portion. The firstpart provides an overview of legislative characteristics of the dissenting shareholderrepurchase claim and judicial values that it embodies-to protect the legitimate rights andinterests of minority shareholders from the capital of tyranny against. The second part ofthe connotation is the dissenting shareholder repurchases claims. First to sort out thedifferent legal systems, legislative attitude, certainly as the legitimacy of the law; Second,the creation of the theory of its three kinds (look forward to the right theory, equity theory,utility theory) analysis, while affirming its legitimacy depth analysis on the basis of itscontent; Finally, the combination of civil law concept of positioning the classification ofthe nature of their rights, according to different criteria for the classification, we can bedrawn from it has the nature of the following attributes, such as solid right from theusufruct, right of formation.The second is the right system of jurisprudence on the extraterritorial countries for thedissenting shareholder buy-back request to discuss. This chapter is divided into two parts.The first part of this system is civil law countries and common law countries, the differenttrend in the Legislative. Different characteristics that compare the dissenting shareholderrepurchase claims system. The second part is the comparison of the legislative elements ofthe type of request from the dissenting shareholder repurchase rights applicablecompany-pronged focus on comparable listed company affirmed the doctrine of negativedoctrine; start from shareholders for type focuses on exploring the different classificationsof the different identities shareholders in this system, the status and qualifications. Finally, by comparing the development trajectory of the modern civil and commercial legaldescribed, analyzed the integration in today’s world, civil law countries and common lawcountries, deepening, and learns from each other and Transplantation law in increasing thestatus quo.The third chapter is a discussion of this article the most important part of ourlegislation dissenting shareholder buy-back system of claim. In this chapter, the contentwill be through four aspects to the statements. The first part of the dissenting shareholderrepurchase request the creation of the background of the right system in our country, citingconflicts in the legislation when the timing is not mature enough "and" the reconciliationcan not wait for the two companies will focus on analyzing the defect when the domesticmarket the drawbacks of the system may lead to the introduction of dissenting shareholdersto buy back the claim. The second part, described the dissenting shareholder repurchaseclaims system established and effectiveness in China, citing its failure may be the case.The third part of the discussion of current law, the dissenting shareholder buyback rightssystem defects. Part IV of this chapter the last part of before in the article text all based onthe analysis, some of the recommendations put forward claims on China to improve thedissenting shareholder repurchase system. Including physical defects to fill a vacancy, thebugs supplement, judicial valuation system exploration, and to find the balance of thesystem of creditor protection mechanisms and the dissenting shareholder repurchase claim.Through this article, the author hopes to discuss issues related to comb the dissentingshareholder repurchase request contains the legal relationship in the right system, a betterunderstanding of current law and practice combine to produce problems, learning thescientific development concept to China legislation. However, due to limited knowledgeand experience, as well as the complexity of the issues involved in this system, the authorof the language of logic inevitably omissions, some of the points is not mature enough, Ihope in the future to continue to work and study, improve and improve...
Keywords/Search Tags:The Principle of Majority Rule, The Appraisals Rightof Dissenters, System Defects, Legislative, Perfection
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