Legal Application Of Claim For Share Repayment Of Shareholders

The object of this paper is the objection of shareholders' share repurchase request system,and the type of company limited to limited liability company,the system to our current "Company Law" Article 74 as the center established.The legislative spirit of the system is to protect the legitimate rights and interests of the minority shareholders of a limited liability company so that they can withdraw from the company when they suffer significant harm from other shareholders.Based on the relevant cases collected in Chinese referee instruments network,the author intends to conduct a more comprehensive and in-depth study of the system.The writing ideas and opinions of this paper are as follows:The first part,statistics and induction.After the study and research on the case and related theories,the author chooses three controversial focus: the application of "the vote against the shareholders' meeting of the resolution",the determination of "main property",the determination of "reasonable price".I use the empirical analysis,chart analysis,summed up the method,the trial activities related to the case to study,statistics of the number of relevant circumstances,and typical cases to be displayed and summarized.The first focus,the author selected the trial did not meet the conditions of the situation is: the defendant company did not convene the relevant shareholders meeting,held a related meeting but did not inform the plaintiff shareholders,held a related meeting but the plaintiff shareholders did not participate.The second focus,the sample appeared in the quantitative indicators for the only standard,the amount of standard and qualitative standard parallel,quality and quantity of the standard combination of three methods.The third focus,the practice of the court in the sample can be divided into five categories: shelved disputes,to support the price of consultation between the two sides to assess the agency's audit results prevail,net asset valuation method,refer to similar shares to the price discretion.The second part,the problem and the analysis.According to the specific analysis of the trial activities and relevant theories,the author points out some shortcomings or limitations,and agrees with some of the theoretical opinions and gives their own reasons.The first focus,that should be explained from the purpose of theinterpretation of civil law,corporate contract theory,the shareholders of the theory of reasonable expectations of the right to accept the plaintiff shareholders to claim the right to repurchase the subject qualification.The second focus,the four methods of the case plus the relevant methods of academic and extraterritorial legislation,can not be applied separately to each specific case,especially for a limited liability company,subject to the company's financial system or major shareholder Will limit,some methods have limitations,so I believe that should be selected according to the specific case of one or several methods to identify.The third focus,I believe that for the "reasonable price" to determine the quality of the impact or quantitative indicators to determine the individual may be inferred unreasonable results,and the combination of quality and quantity of the standard has a good effect.The third part,thinking and conclusion.This part is the summary and sublimation of the above two parts,combined with the first part of the trial status and the second part of the analysis of the three issues studied,the author gives their own conclusions and recommendations.The first focus should be applied to the goodwill shareholders to approve the application of Article 74 to apply for the principal qualification of the equity repurchase and to provide timely legal guidance on the phenomenon of the same case in the trial.The second focus,on the "main property" of the application,should be "quality and quantity of the standard combination of" to judge,first of all to the company's survival,structure or operation has a direct impact or importance,followed by the number It makes sense.The third focus,the "reasonable price" to determine,first of all should be clear and reasonable price should be determined in the final decision in the judicial process,followed by respect for the wishes of the parties under the premise that the case should be based on the company's equity to consider the book value,Virtual assets,profitability,equity market and valuation costs and other factors,the flexibility to choose the assessment of the results of the agency shall prevail,the net asset valuation method,the cash flow discount method,with reference to similar shares in the price of one or more Method,the "reasonable price" of the final determination.