Study On The Exercise Procedure Of Appraisal Rights

The appraisal right of dissenters means when the company have to makeeventful decision,some shareholders may have different opinion, but according tocapital majority decision,those dissenters cannot stop the resolution, To avoid thosedissenters’s rights and interest been threatened,various countries entrust thosedissents the right of appraisal,asking the company to buy repurchases their shares.Company law of the Peoples republic of China article75provides the appraisal rightof dissenters of Limited Liability Company. But there is no rule of the exercise ofrights. There are many legal institutions been build in recent years, like shareholderrepresentative lawsuit, voting right of stockholder avoidance system and the appraisalright of dissenters system. the sophisticated procedure ensure the smoothimplementation of the system. But we can find little related law formulate incorporate law and civil procedural law.The author collected the data and information through the key words like dissentshareholders,share repurchase procedure. Abut then professional books about thisissue was reading. This article consists of four logical section.Chapter1: The overview of the procedure of appraisal right of dissenters.chapterone illustrate the notion of the appraisal right of dissenter and pointed theimperfection now existed in our law. Indicated the lawmaking principle andlegislative value of the appraisal right.At last expound norms procedural will smooththe function of the system. To lay a foundation for the analysis below. Chapter2: The analysis of pre-filing stage procedure of the appraisal right ofdissenters. This chapter introduce that under what circumstance the shareholders havethe right to ask company to repurchase their stock. Then expound the rights conferredon and obligation of the dissenters at the pre-filing stage. included to informed thecorporation in advance, what shareholder should be act on the shareholder meeting,make a request in written and the content of the written request.Chapter3: The analysis of company resolution procedure. This chapter mainlyanalyzes the two notification obligations of company, The company should informedin advance and notify the shareholders after the resolution of the shareholders meeting.To specified the rights conferred on and obligation of the company on the resolutionstage. And illustrated the way to carry on obligations. Point out that the corporationplay an important role in this system.Chapter4: The analysis of proceeding of the dissenters. This chapter illustratedwhen the dissenters and the company can’t get an agreement，the rightful procedurefor the dissenters and the company included the chose of competent court,theidentification of clients. And the procedure on the judicial evaluation.