Judicial Application Analysis On The Repurchase Rights Of Dissent Shareholders

The Repurchase Rights for dissenting shareholders originated in the common law country and gradually being recognized and adopted by various regions,it is the most effective system for protecting the small and medium shareholders under the "capital majority" principle.the 2005 "Company Law" introduced the system,and made some general,abstract and principle rules,repurchase right of dissent shareholders is applicable to three cases,i.e.,the company keeping not allotting dividends to shareholders for five consecutive years,company merger or division,selling its majors assets,or amendment of articles of incorporation.the establishment of the Repurchase Rights for dissent shareholders reflects the progress of our legislation,though the system transplanted to China,the company law on this system is not perfect,The rules are simple and too principle as well as Lack of operability.Therefore,he system has been criticized by many scholars since its establishment.In the specific operation process,Because the system design is not mature and lack of specific criteria,there are some problems,such as the application scope is narrow,the lack of price evaluation mechanism and the lack of the exercise of the right,thus,it is difficult to achieve the prospective in the judicial practice for the system.The value objective of the Repurchase Rights for dissent shareholders is to protect the interests of the minority shareholders,but The limited liability company has the characteristics of the human sex and closed,which make its shareholders receive more restrictions in the transfer of shares than other types of companies.Therefore,it is more important to study the Repurchase Rights for dissent shareholders.In order to solve the above problems,This paper starts from the basic theory,Try to start from the substantive and procedural provisions of the system,Through the research on our legislation and judicial status to review the pros and cons,And learn from the advanced theory and legislation,Put forward some bold ideas,With a view to expanding the scope of application,to determine the stock repurchase price,the preparation of equity repurchase procedures and other aspects to improve the Repurchase Rights for dissent shareholders,so that it can play its value in the judicial practice of the corresponding.