Study Of The System On Appraisal Rights Of The Dissenters

In the early time when the corporation system appeared, the shareholders voted abidingby the “Unanimous Role”, in which every shareholder dominant or not could knock down anydecision by one ticket veto. To some degree, this system protects the interests of minorityshareholders; however, it strikes other shareholders enthusiasm in further investment andeventually badly affects the company’s development. Then, a new voting system—“MajorityRole” came into being. Similarly, although it reflects the spirit of democracy, it fails tobalance the interests between majority and minority shareholders. As a result, experts werehoping to invent another new system to remedy it. So the Appraisal Rights of dissenters is aneffective system. From the injustice practice in some countries, it proves that this systemhopes cover the deficiency of the “Majority Role”, effectively protect the minority who mayhold different opinions on crucial decisions of the company and balance the interests betweenmajority and minority shareholders. All in all, the system of the Appraisal Rights of theDissenters plays an irreplaceable role in enhancing the corporation’s development.In2005, the system of Appraisal Rights of the Dissenters was first explicitly stipulated inCorporation Law in China. It provided the law gist for the protection of shareholders interests.And moreover it is a millstone event in the process of protecting shareholders’ interests. Butthe inadequacy is that there is still a vogue area in China’s current Corporation Law in whichthe application scope, conditions and process remain unstipulated. Thus the minorityshareholders can not protect their interest through this law. Therefore, it is advisable to learnadvanced legislative experience from other countries and to improve this system scientificallybased on China’s specific situations. This thesis will analyze the system of the AppraisalRights of Dissenters in four parts.The first part is an overall study on basic theories of the Appraisal Rights of Dissenters.It includes the origins, concept, nature and legal basis of this system.The second part is a comparative study on legislative stipulation of the Appraisal Rightsof Dissenters. In this part, it analyzes the more mature stipulation in corporation law inAmerica, South Korea and Japan. It mainly consists of the aspects of this system’s applicationscope, reasons, procedure and the appraisal of repurchased shares.The third part is the current situation of the Appraisal Rights of Dissenters. At first, itexplores the current legislative situation of this system in China. Then it points out the deficiency of this system on the basis of the comparative study in Part Two. At last, itprovides advices to improve it.The last part is an advice part for the improving of the Appraisal Rights of Dissenters inChina. It gives reasonable suggestions for enhancing this system. These suggestions are madeup of these aspects from application scope, reasons, procedure to how to decide the price ofthe repurchased shares.