On The Protection Of The Limited Liability Company’s Appraisal Right Of Dissenters

The appraisal right of dissenters was introduced into China’s "Company Law" in2005whose main role is to protect the interests of minority shareholders. Theappraisal right of dissenters is more significant for the minority shareholders of alimited liability company. Compared with the stock corporation, it’s more difficult forthem to withdraw from the company. But in practice, the appraisal right of dissentersis insufficient and improper in protecting the interests of minority shareholders of alimited liability company. So in this case, the case of “Guo’ appraisal right ofdissenters for Hua shang company” is used as an example. This article also combinesthe comparative analysis and empirical analysis, pointing out the current problems inthis system, with the references of the legislation of other countries (regions), andproviding some rationalized suggestions for the perfection of China’s appraisal rightof dissenters in limited liability company. In addition to the introduction andepilogue, this article consists of seven parts.Part I states the cause of case.Part II states the details of the case.Part III summarizes the focus of the case. The case has three focuses: Firstly, theproblem of exertion procedures of the appraisal right of dissenters of a limitedliability company; Secondly, the identified problem of a limited liabilitycompany”transfer the main property”; Thirdly, the calculation problem to determinethe price of share repurchase in a limited liability company.Part IV states the problem of the exertion procedures of the appraisal right ofdissenters. Firstly, this part analyses the focus of dispute of the three parties in thiscase. Secondly, this part explains the problem of exertion procedures of the appraisalright of dissenters in China. Thirdly, this part lists other countries’(regions’) practicein the exertion procedures of the appraisal right of dissenters. At last, this part makes"ought to be" analysis and argumentation on this case, combining with theshortcomings of our nation’s institution and other countries’(regions’) usefulexperience.Part V states the identified problem of the appraisal right of dissenters’”transferthe main property”. Firstly, this part analyses the focus of dispute of the three parties in this case. Secondly, this part lists the four common judgment criterions of “transferthe main property”, i.e. in quantity for judgment standard, with the business can notbe achieved for judgment standard, to the main property directory for judgmentstandard, both in quality and quantity for the judgment standard. At last, afterdemonstrating these four methods, both in quality and quantity for the judgmentstandard is adopted.Part VI states the calculation of the share repurchase’ price. Firstly, this partanalyses the focus of dispute of the three parties in this case. Secondly, this partcombines domestic and foreign legislation to explain the methods to determine thefair value, and determine the burden for expense on the fair value and the defrayal tothe dissenting shareholders from the company. At last, by taking a comprehensiveconsideration of the beneficial experience, combining with this case for confirmatoryanalysis, the Court whose main role is to protect the repurchase price is made byfair procedures.Part VII states the revelation of this case. Combined with this case, China shouldbe clear of the exercise procedures of the appraisal right of dissenters, and adopt thejudgment standard both in quality and quantity to determine " transfer the mainproperty ". The share repurchase’s price should be promoted by consultation. And thecourt should focus on the maintenance of the justice of procedures.