On The System Of Appraisal Right Of Dissenters

Modern corporation law reform or the modern company law to show some obvious trend, such as from lay particular stress on the attention to efficiency development to gradually more fairness of give attention to two or morethings, clarity the rights and obligations to shareholders and related legal responsibility refinement.In this paper, the research of share repurchase claims system, is built on the basis of the development trend of the company law.This paper first discusses the basic theory of share repurchase system of right of claim.First clear the concept and nature of share repurchase claims, the following will discuss the function of traditional and modern function of the system, is for the necessity of the analysis of the system.In this paper, based on corporate governance in the function of traditional analysis from "agreed to the principle of" to the time background of "capital majority", highlighting the flow of the right of claim for share buybacks compensation function.In the function of modern analysis, relying on functional analysis method, emphasizes the system before-and-after "supervision function", relying on law and economics analysis method, then explore the system on to solve the "agency problems" with the "incentive function".In the next content, this article from the system of share repurchase claims scope, price assessment mechanism, right exercise program on detailed analysis of the argument.First of all, the applicable scope of the system of share repurchase claims, from the perspective of comparative law, the system is applicable to the scope of shareholders, company types and the suitable situation in detail, this paper will review the scope of application of the system in our country’s relevant laws and regulations and judicial practice, in order to found our country can be perfect.Second, in the share repurchase price assessment mechanism, the first to discuss the share repurchase of the meaning of "reasonable price" and determine standard, and from the perspective of comparative law on share repurchase price assessment, including the negotiation between the company and the shareholders the repurchase price, accounting experts to determine the repurchase price, the judicial appraisal to determine the repurchase price of three methods for assessment.In addition, this paper also review the related regulations of share repurchase price evaluation.In the end, is the right of share repurchase right exercise program analysis, mainly including exercise programs in the company and the content of the two aspects of the judicial process.In terms of exercise program in the company, mainly dealing with the following link to make specific provision: objection to inform shareholders rights, shareholders opposed, requests to buy back shares, share repurchase price, pay the repurchase price and dispose a share buyback.In terms of share repurchase right of claim of judicial process, considering the existing judicial resources in our country and the level of discretion, this paper holds that the startup mode of the judicial process should adopt the way of company request type.Share repurchase price of judicial appraisal is share repurchase right system is the key content of the judicial process, in order to make the judicial evaluation can be more effective to obtain a "reasonable price", one of share repurchase price judicial assessment program at the discretion of the judges should be given a broad, the other in the process of determine the repurchase price should be focused on the opinions of the reference assessment professionals.In addition, the judicial practice to assume problems should pay attention to the costs of litigation, the judge should use discretion to litigation costs to the judicial evaluation process of the strong side.Mechanism and function on the share repurchase claims system, comparison of related abroad investigation and of the system in our country based on the analysis of the judicial and legislative practice, this paper at last on how to perfect the system of share repurchase claims in our country are analyzed.I think, first of all should be encouraged and guided by the company’s articles of association of share repurchase system of right of claim for private arrangement in our country, further refinement of the system in the articles of association of the applicable procedure, reasonable price evaluation criteria and litigation costs problem, will provide important basis for future dispute resolution, and greatly save the litigation resources in our country is tense.Second, the scope of share repurchase right system in China should be in the scope of shareholders and applicable situation from two aspects of expanding.Again, shall specify the exercise of the right program, especially in the rules of procedure, exercise the rights in the company law is to establish selective norms to guide the company to make reasonable private arrangement.Finally, should perfect the share repurchase right price assessment mechanism, clear standards of "reasonable price", and the judicial assessment of the share repurchase price to make more detailed arrangement.