Study On The Application Problems Of Dissentient Shareholder Appraisal Rights

Dissenting shareholders’ appraisal right system originated in the United States Delaware corporate law and British case law, through the development process of summing up the system of the appraisal right of dissenters and the legal basis, the unfair prejudice that applicable to the case of the appraisal right of dissenters, major changes and two categories of shareholders. The development of social economy and the first characteristic of the dissenting shareholders’appraisal right itself must be decided to expand the scope of rights, however, dissenters and will impact the company’s capital system and corporate governance system, the system design which requires us to request the right to repurchase shares in shareholders must to balance the interests of all parties.In this paper, through in-depth analysis of the legislative situation in China occurred right of objection shareholder as well as the practice case, summed up in the application of China’s objection to repurchase shares of the shareholders the right to request a problem. In order to improve our country’s dissenters, through the comparison and reference of foreign advanced legislation, summed up the relevant legislative experience, so as to solve the problem of application of rights.This paper is divided into four parts:The first part through a case of Chinese dissenters exist in case problems, through the inspection on the origin, the system of rights value, summed up the legal basis on shareholder rights situations.The second part of the legislative status quo of China’s claim of objection shareholder analysis, combined with the specific practice, summed up the problems in our dissenting shareholders’appraisal right there.The third part in order to solve the above problems, the dissenting shareholders’appraisal right according to law to produce and economics theory, in-depth study of the relevant legislation of the United States, Canada, Japan, South Korea and other countries and regions, with the dissenting shareholders’appraisal right subject, scope of application, the exercise program and share repurchase price evaluation the mechanism of the view of legislative experience and absorbing the selection for the actual situation in China at present stage.The fourth part is based on the practice and comparative law of our country, put forward legislative proposals to improve China’s right of dissent shareholders stock repurchase...