| The earliest developed for dissent shareholders share repurchase system in theUnited States, then over time been adopted by common law countries, and graduallyto the development of Germany, Japan, South Korea and Taiwan region of our country.With the development of the market economy, the company structure of our country isconstantly changing, the contradiction between the shareholders highlights gradually,in order to fight against the capital majority principle, to protect the interests ofminority shareholders, the system was formally put forward in company law of ourcountry in2005.Although this system follows the principle of fair and reasonable, to make up forthe weak position of minority shareholders in general meeting, but the relatedprovisions of the company law in our country is too general, lacking of operability.For example, the company law does not stipulate the specific scope of the rightsubject and the specific applicable situations, or how to confirm the stock repurchaseprice and so on. To this, the author through the analysis of cases and practice,concludes something as follows: First, to refine the right subject, and specific analysiswhether enjoy different right subject for share buybacks. Second, broaden theapplicable situations, make other situations such as equity swap, change the nature ofthe company and so on into the scope of the rights of the limited liability company,and change the limits to Limited by Share LTD, lay the foundation for development ofit. Third, define the reasonable way and method of the evaluation price. For example,the way that both sides talk things to solve it, the method to comprehensive evaluatethe value of the company and so on.In this article, through comparative analysis, empirical analysis, value analysis toexplore the theoretical basis for dissent shareholders share repurchase system and tryto improve it, and learn from foreign laws, complement each other, to achieve the purpose of perfecting the system. |
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