Research On Appraisal For Dissent Share-holders Of The Limited Liability Company

The purpose of setting up the appraisal right for dissent share-holders of the limited liability company is to protect minority shareholders to exit the company,when it occurs some important matters. The appraisal right for dissent share-holders of the limited liability company is to prevent the side effect of the majority decision rule of capital. Shareholder set up the company to capital operation, it purposes to run the company normally, which can meet its initial expectation.However, with the development of the company,different shareholders have different voice because of their different share proportion..In addition, due to the different shareholders have different expectations for the development of the company, which often leads to different attitudes on those important matters,such as merger, division or the material assets reorganization.The rule of procedure of shareholders meeting from the earliest all the consistency principle to the later development as the majority decision rule of capital, its purpose is to improve the efficiency of the company’s decision-making, promote the development of business transactions.But the majority decision rule of capital has some disadvantage,it directly affect the essential equality between the shareholders.Through the majority decision rule of capital, controlling shareholders could control the Shareholders Meeting, the board.Controlling shareholders can make their idea become the intention of the company. Controlling shareholders can control and use of a majority stake in its possession of, in decision-making into company will according to their own will.So, for shares accounted for a small, small and medium shareholders its will often hard through the shareholders’ committee resolution. It will find that its hard to express their idea for those minority shareholders.The appraisal right for dissent share-holders of the limited liability company is set up to meet their characters based on capital and characters based on shareholders.When the shareholders want exit the company and it’s hard to sale their stock on a stock exchange,they should be given rights to exit the company to avoid the controlling shareholders excessive benefits of control.Compared to the related provisions of foreign legislation,our current company law is not perfect.The exercise program is not clear, and stock value evaluation method is not enough variety. It lead to that it’s hard for shareholders to exit the company through the exercise of share repurchase claims when the limited liability corporate deadlocks.It will influence the objection shareholder rights. It will also hinder the development of the company.So it is necessary to amend the law.This article is divided into three parts.The first part is to illuminate the necessity and valuation of the appraisal right for dissent share-holders of the limited liability company. The second part is to introduce the current problems of the system in the United States and Germany.The third part specifies the problems existing in the current legislation of the system in our country by quote the relevant case.Finally, by combining the foreign legislation and practice, some effective suggestions are put forward.