Study On The Dissentient Shareholder Appraisal Right

The appraisal right of dissenters originated in the United States, today, it has been adopted by most countries and regions in the world, advanced foreign legislation and practices has played a good role in promoting the fact that we are familiar with the system. Throughout the different corporate laws and related documents in the world, few legislative approach to the concept of the appraisal right of dissenters to make specific provisions. In the writings of scholars in our country, although the textual representation of the right is different, but basically the same or similar meaning, no real difference, indicating that the theory has been widely recognized that right connotation. The system of equity repurchase is an important way to make the company run stably and to balance the interests between the shareholders, it has to protect the legitimate interests of the smooth progress of the legitimate company’s major business activities and to protect minority shareholders’objections are of great significance. Until 2005 our country has introduce the system, it reflects our legislation to absorb the latest research results. This is not only for the protection of shareholders’investment freedom and freedom of exit of great significance, but also can provide practical guidance on corporate law after the formation of the concept, the company approval practices. But then the provision is simple, practical operability is poor, it is necessary to conduct in-depth discussion on how to avoid the system useless, improve legislation and strengthen operability has become an urgent research topic.This thesis takes the appraisal rights of dissenters and the relative theoretical knowledge as a starting point, briefly analysis the substantive requirements and procedural elements of the appraisal right of dissenters, and to demonstrate the relevant remedies equity repurchase agreements in force, in order to promote the improvement of legislation and the effectiveness of the use of the legal guidelines that dissenting shareholder equity buyback power to play its proper value and function in practice. Except the introduction and conclusion, the body of the thesis consists of four parts. The first part describes the basic principles of the appraisal right of dissenters, through a variety of theories analysis and the analysis of the pros and cons, we will have more depth and comprehensive understanding of the appraisal right of dissenters. The second part analysis the application, the main program element, etc, on the basis of foreign legislative experience, we can find our weakness on law and provide my humble opinion to further improve the appraisal right of dissenters. The third part, on a fair reasonable method for determining the repurchase price and determine the procedures for deep-step instructions. The fourth part, discuss how to maximize seek legal remedied to effectively protect the legitimate rights and interests of the parties legally under the current system.