Study On The Appraisal Right Of Dissenters In Listed Companies

The appraisal right of dissenters has existed for over a century since its birth inthe countries of common law system.China has also established this mechanism in itsnewly revised edition of Corporate Law in2005. The establishment of the legalsystem reflect that, protecting the minority shareholder is one of the purposes of theCorporate Law. However, in practice, the operation of the mechanism does not reachthe expectation of the legislators. This is because the discussion for the premise of thesystem is not enough,and the lack of awareness of the problems and difficulties whichmay arise in the application. This article takes this as a breakthrough point, analyzesthe applicability of the appraisal right of dissenters in the listed companies, and putforward the corresponding improvement suggestions, to adapt to the continuousdevelopment of commercial practice.Chapter one describes the basic theory of the appraisal right of dissenters, inorder to build the foundation for the next dialectical analysis.Chapter two introducespositive and negative effects of the system in the academic controversy, pointing outthat listed companies also need this system.On the other hand,through analyses on theparties to a conflict of interest,the author thought that the designer of the systemshould be out of misunderstanding of the excessive emphasis on the protection ofdissenting shareholders.Chapter three analyses the practical difficulty in the listedcompanies,indicates that it is a long way to go to supply to the listed companies withthe system.Chapter four makes recommendations on how to apply the mechanism inChina’s listed companies, the author thinks that the perfection of the system needmore aspects: improve the market trading system from the outside, detail theregulation from the inside,and strengthen the construction of the restrainingmechanism in case of potential risk.