The System Research For Appraisal Right Of Dissenters

At present, with the development of market economy, company has become the vital part of market competition, therefore a reasonable and complete legal system is the guarantee for the sound and orderly development of market. As the management system transfers from unanimous approval rule to capital majority decision rule, it emerges the appraisal right of dissenters as to protect the other rights of dissenters.However, the development does not go smoothly. This system was absolutely forbidden by the most countries at the first place, then some exceptions were allowed after period.Now, it is allowed in few countries on principle.For instance,in the early period,the relevant laws of the stock repurchase which was strictly banned in the U.K in the early period were not established until the objective significance of the system was realized. And in America, this system is only allowed with some restrictive clauses. For those countries with civil law system, the establishment of the appraisal right of dissenters means the breakthrough of the three principles of capital determination, capital maintenance capital stability,which plays a crucial role in protecting the rights of shareholders,increasing the operating efficiency as well as coordinating the internal benefit. Nevertheless, due to some issues such as inaccuracy and poor feasibility of the law, criticism along with the attraction of considerable scholars. During the decade of rapid development of Chinese economy,the loopholes of legal system have been increasingly prominent,which restricted the further development of this system, hampered the completion of corporation system and brought a lot of difficulties for the judicial practice.In order to understand the problem from above, this essay is divided into five chapter.The first chapter starts with the outline of the theory of system of the appraisal right of dissenters, including analyzes the generation and development, values and drawbacks of the system as well as the character of appraisal right of dissenters. from Chapter Ⅱto Chapter Ⅳ, according to the Article 75 and Article 143 of The Corporation Law,dissect the substantive condition and procedure conditions along with he related problems of determining the price of the share.With a number of judicial cases,a few personal viewpoints are presented in terms of some cases not expressly stated in the law.In Chapter Ⅴ,some advice to complete the system of the appraisal right of dissenters in Corporation Laws are proposed based on the analysis above.