Research On The Legal Issues Of The Appraisal Right Of Dissenters

Under the deep tension of the dual shareholding structure,the shareholder's right to operate is separated from control.Shareholders' ownership is different from equity and eventually evolves into income.The absolute representation of capital is the three principles of capital.The essence is the separation and solidification of ownership and equity.Because the absolute principle of capital damages the interests of dissenting shareholders,the rights and rights of shareholders' heterogeneity protection are returned,and one of their manifestations is the right of dissenting shareholders to buy back.Article 74 and Article 142 of the “Company Law” in China stipulate the right of opposition shareholders to buy back,but from the origin of normativism,the right to request for repurchase of opposition shareholders presents the narrowed body of the requested party,the subject of the right to claim is unknown,and the conditions for exercising are severe.The "reasonable price" is difficult to determine and the procedural safeguards are insufficient.Comparing the extraterritorial experience with our country's practice analysis,China should expand the claimed subject,clarify the scope of the claimant's subject,relax the exercise conditions,comprehensively adopt the price determination model and calculation method,improve the procedural guarantee,and achieve the legislative value of the dissenting shareholder repurchase request right.In addition to the introduction and the conclusion,this paper begins with the logical structure of "concept,current status and issues of the legislation,extraterritorial experience analysis,and perfect recommendations" and is divided into four parts: Part one,the definition and characteristics analysis of the right of recourse of dissenting shareholders.Focusing on the concept of dissenting shareholder repurchasing right,this paper summarizes and analyzes the concept of repurchase rights of dissenting shareholders from the perspective of the nature of rights.The second part analyzes the repurchase of dissenting shareholders from the perspective of legal norms.The third part,based on the legal and economic theories generated by the opposition shareholders' share repurchase request,based on the in-depth study of extraterritorial experience;the fourth part,based on the analysis of China's actual cases and comparative law.,put forward the proposal of improving the share repurchase rights of dissenting shareholders.