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Study On The Appraisal Right Of Dissenters In The Limited Liability Company

Posted on:2015-10-19Degree:MasterType:Thesis
Country:ChinaCandidate:Z Q ZhangFull Text:PDF
GTID:2296330467954210Subject:Law
Abstract/Summary:PDF Full Text Request
Appraisal rights is originated from America, then many countries or area setappraisal rights to protect minority shareholders’ interests which are against majorchanges to company under capital majority rule. In2005, our "Corporate Law" Article75established the limited liability company appraisal right, which reflects theprogress of our legislation. However, lacking of specific criteria, the legislation seemstoo simple and compact. In judicial practice, the exercise of the right is always unableto achieve the desirable results. Therefore, a study on the appraisal right of dissentersin the limited liability company is of great importance. This thesis starts with theanalyzing of relevant judicial cases in recent years. On the basis of analyzing, threeaspects of difficulty in judicial application of appraisal right are found, that is, lack ofconventional pricing mechanisms in repurchase, vacancy in specific procedure ofappraisal right, creditor protection system unsound. Then through the summary ofjudicial practice and comparison of extraterritorial legislation, this thesis put forwardsthe following solutions for the above legal issues. Firstly, it clarifies the legal standardof reasonable price, presents net asset valuation basis and discounted cash flowmethod of pricing, and establishes the court discretion pricing mechanism. Secondly,it builds specific legal procedures of the limited liability company appraisal right. Inthe end, it subjoins institutions to protect the legitimate interests of creditors for thepurposes of achieving balance between the interests of disserting shareholders and creditors.
Keywords/Search Tags:Appraisal right, Price appraisal, Creditor protection, Procedures of appraisal right
PDF Full Text Request
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