A Study On The System Of Claim For Share Repurchase Of Shareholders

The principle of "capital majority rule" is the general principle of modern company decision-making.It plays an important role in improving the decision-making efficiency and management level of the company according to the voting mode of "one vote and one vote" and "minority majority".And the principle is accompanied by the major shareholder of the "majority tyranny",some major shareholders by use of their own capital advantage,control the company's decision-making direction and business plan,deprived of small and medium shareholders the right to speak.And small and medium shareholders because of the potential thin and difficult to compete with,making their own interests difficult to be protected.Based on the shortcomings of this principle,many countries through legislation to design the dissenting shareholder repurchase request system to protect the interests of small shareholders,make up for the "capital majority" principle of the shortcomings.In 2005,China revised the company law,introduced the system,through the legislation of the dissenting shareholders to repurchase the right to exercise the situation,to a certain extent make up for the lack of legal interests of small shareholders.Because of the late introduction of the system in China,the lack of relevant legislative experience,specific to the judicial practice also appeared in many problems.And with the continuous development of the company system,the system exists in the legal loopholes gradually highlighted.From the foreign situation,many countries have earlier legislation on this system,and with the judicial practice needs to constantly improve and improve,is now quite mature,and there are many experiences worthy of our reference.This article is divided into four chapters from the development history of the dissenting shareholder's share repurchase claim system.The first chapter mainly introduces the definition and basic characteristics,the development history,the theoretical foundation and the shortcomings of the opposition shareholders' repurchase claim right.Is on the overall grasp of the system.The second chapter mainly elaborates on the use of the objection of shareholders to buy back the right to use the system,generally introduced the applicable subject type and the specific application of the situation.This is a further detailed analysis of the system.The third chapter focuses on the analysis of the problems and the impact of the system of repurchase of the dissenting shareholders in China,which involves the unclear legal subject and the unclear judgment of reasonable price.These problems may lead to dissenting shareholders difficult to protect their rights through the system.The fourth chapter mainly for the previous problems,through the analysis of China's actual national conditions,and with foreign outstanding legislation to find a solution to solve the countermeasures.Specifically,it is necessary to clarify the exercise of the right subject,establish a "reasonable price" assessment mechanism,regulate the exercise of reasonable procedures and so on.The purpose is to build a reasonable shareholder repurchase mechanism to protect the interests of dissenting shareholders in the company,and promote the balance between the interests of the company and shareholders to promote the healthy development of China's corporate system.