Empirical Research On The Appraisal Right Of Dissent Shareholders In Limited-liability Companies

In modern company system, the interest balance during the shareholders has becoming a crucial factor in the harmonious development of company. Appraisal right of dissent shareholders empowers few dissent shareholders asking the company purchase the shares and leaving the company when there were major changes or other special circumstances in the company's business or decision-making. It's an effective mechanism of balancing between shareholders.The first Company Law was developed in 1993 in our country. Appraisal right of dissent shareholders hasn't been established until the law was amended again in 2006. But the law system of appraisal right now is still relatively poor which lead to difficulties of the trial and contradictions in the judicial practices.This article chose the category of limited-liability company mainly due to the closure compared with incorporated company. So it's more important to improve the protection of the shareholder rights in limited-liability companies. And on the other hand, according to the existing legislation and the frequency of cases, the research resources of limited-liability companies are more typical. So this text chose to study the basic theory, empirical cases, studies abroad about the appraisal right in limited-liability companies mainly using the empirical analysis, comparative analysis and other research methods. And proposing the corresponding perfecting suggestion based on the legislation system situation in China.The first chapter is analysis of appraisal right of shareholders. The definition of appraisal right is determined according to the discrimination among similar concepts. Then emphatically introducing the history and the evolution of the appraisal right, as well as the modern theory's study about the theoretical basis and the significance of the system research. Positioning the appraisal right in the modern company law.The second chapter is the empirical research of appraisal right of dissent shareholders. According to the data analysis and case analysis of cases about the appraisal right in limited-liability companies collected from 2006 when the Company Law revised until now. Exploring the focus application problems of the appraisal right in the practice.The third chapter is the comparative study of the institutional theory and the legislation outside the country?region?. Studying the specific rules of appraisal right of The United States, South Korea, Japan, Taiwan and other countries or regions and comparative analyzing the advantages and disadvantages of the system settings.The fourth chapter is system analysis of appraisal right in limited-liability companies in our country. First of all, exploring the reasons of the focus application problems of the appraisal right in the practice which concluded in the second chapter by the way of provision parsing. And then putting forward some ideas to perfecting the appraisal right of dissent shareholders in limited-liability companies of our country based on the comparative study outside and the individual's ideas.