Study On The System Of Objection Shareholder Share Buyback Claim

Shareholders exercise voting rights in China is based on the shares held by the shareholders' capital contribution or,company big shareholders will tend to be in order to achieve their own purposes into personal meaning for the company's action,to the interests of minority shareholders.In 2005 formally in the form of legislation in our country determines the objection shareholders share repurchase system of right of claim,given the small and medium-sized shareholders to maintain their legal rights and interests and request the company the right to buy back its shares,it embodies the protection of vulnerable groups in China's corporation law.However,since the system has been legislated in China,the problems have been endless and have limitations in practice.This paper will put forward some Suggestions on the improvement of the system by sorting out the sample cases and combining the basic theories and legislative provisions.The first part expounds the basic theory of the system of the objection shareholder share buyback claim system.Although this right is called the right of claim,it should belong to the right of formation from two aspects: legal provisions and rules of conduct.The system is the theoretical basis of the theory and the theory of capital majority shareholders equality,adapt to the international protection of small and medium shareholders value tendency,satisfy the small and medium-sized shareholders expect interest and improve the management level of the company.In our country,the system is only applicable to three legal situations,and the share repurchase should be carried out according to the procedure of "first negotiation and litigation".The second part analyzes the present situation and the main problems in the judicial practice in China.In combination with the judicial practice cases,the relevant case samples from 2013 to2016 were analyzed and analyzed,and theoretical reflections on the design of the system itself were carried out.In the third part,it is believed that the system should be improved from three aspects,namely,the definition of basic principles,the perfection of rights exercise and the establishment of the stock evaluation mechanism.Our country should clarify the principle of the balance of interests and the principle of exhaustion of internal remedy,so as to guide the solving of the problems in the middle level.In the case of application,the legislative model should be adopted to include the other major resolutions which are not conducive to the development of the company or the interests of shareholders.In the application subject,it is possible to explicitly oppose the resolution in the form of a written letter before the meeting of shareholders,but the shareholders who did not attend theshareholders' meeting should also have the right to claim share buyback.In terms of defining the main property,it is mainly measured in terms of quantity and quality,which can be referred to the relevant provisions of listed companies;In business period has not expired,the decision to postpone the management aspect,our country should increase provisions of objection shareholder may request at the expiration of the company's business companies buy back its shares,but want to court within the statutory date for the preceding procedure.The establishment of the evaluation mechanism of the shareholders' shares is analyzed from the four aspects of determining the starting subject,the cost,the base date and the evaluation method,and the key is the evaluation method of the shares.Shareholders,companies and the courts can be share evaluation mechanism is the start of the main body,at the same time establish equity valuation fee generally borne by the company,in the case of dissent shareholders not bona fide or arbitrary rules are borne by the shareholders.In order to follow the principle of risk self-responsibility,the shareholder's objection to the resolution of the shareholders' meeting shall be regarded as the benchmark day of stock price appraisal,which can take into account the legitimate rights and interests of shareholders,companies and stakeholders.About share evaluation method should not be a single,can use a variety of methods,comprehensive evaluation method can be used in our country,the property value evaluation method,the discounted cash flow method and yield value method to evaluate.