The Consummation Of The Mechanism Of Dissenting Shareholders’ Claim Of Share Repurchase In Limited Liability Company

As one of the measures to protect the minority shareholders, the creation of theDissenting Shareholders’ Claim of Share Repurchase is comparatively late. It wasborn in the social trends of deeply developing governance of company, the HumanBeing’s economy and social civilization.The amended the Company Law of the People’s Republic of China, hereinafterrefers to our country’s Company Law, introduced the already world widely existingDissenting Shareholders’ Claim of Share Repurchase for the first time, which enjoysbig progress. The amended Company Law had added lots of regulations whichprotected the rights and interest of minority shareholders; resulting in promoting theinvestors’ motivation who are in big quality while have less money as well asboosting the economy with laying a solid foundation for the sustainable developmentof PRC.However, due to the fact that the Dissenting Shareholders’ Claim of ShareRepurchase was added in Company Law for the first time and the straggling indooreconomic circumstances, the stipulation of the Dissenting Shareholders’ Claim ofShare Repurchase is yet to be consummate with lots of problems unsolved. On the above basics, on the foundation of description of the birth, developmentand the necessities of the Dissenting Shareholders’ Claim of Share Repurchase as wellas the comparison of outdoor legal stipulations, the author proposes severalsuggestions for the perfection of the Dissenting Shareholders’ Claim of ShareRepurchase in line with the principle of “guiding the practices”.This thesis is divided into following three parts:Chapter One: the introduction of the mechanism of the Dissenting Shareholders’Claim of Share Repurchase. The author firstly discusses the birth, development andcharacteristic of this mechanism. Then, the author discusses the legal nature of thismechanism in details. In the end, the author gives opinions on the necessities for theexistence of the mechanism of the Dissenting Shareholders’ Claim of ShareRepurchase. The author firstly writes the theoretical debates of this mechanism, andthen offers personal responses to them. In the end of this chapter, the author sites thevarious theories to support its standing.Chapter Two: the comparison of representative outdoor countries’ laws. In thispart, the author compares the company laws in European and Asian countries. As anAnglo-American legal system country, U.S. is the birthplace of this mechanism whileits states have different laws, which make it is worthwhile to be mentioned in thethesis. The British is a Common Law country, whose relevant regulations are veryspecial. Japan is the most developed industrial countries in Asia, so that the referenceto them is pretty meaningful.Chapter Three: the shortcomings and consummated suggestions for our country’sthe Dissenting Shareholders’ Claim of Share Repurchase. In this chapter, the authorsummarizes the shortcomings of this mechanism on the base of chapter Two.Meanwhile, the author borrows good ideas from regulations of outdoors so as topropose several consummated suggestions based on the reality of our country.