A Perfect Study Of The Pricing Mechanism In The Equity Repurchase System

China’s Corporation Law introduced the Stock Repurchase System in 2005,and stipulated them in article 74 and article 142 respectively to protect the interests of dissenting minority shareholders under the "Capital Majority".However,more than a decade later,the Stock Repurchase System is still limited to the above two provisions.It is only the first step to stipulate the right,exercising the right is the most important.The lack of procedural legislation makes the implementation of the Stock Repurchase System in practice is quite limited.Now the items about the protection of shareholder rights is becoming more perfect,it is necessary to improve the Stock Repurchase System accordingly,which is an important part of the protection of minority shareholders.In this paper,the author chooses the most critical part of the Stock Repurchase System-the stock pricing to research.And he wants to put forward his own views and recommendations about building a perfect Stock Repurchase System with reference to foreign outstanding legislation and judicial practice experience,and combining with China’s judicial situation.The main text is divided into three parts:In the first chapter,the author makes an overview of the basic theoretical part of the pricing mechanism in the Stock Repurchase System.It includes the basic meaning of stock pricing,the basic content of stock pricing mechanism,and the legal value of pricing mechanism and pricing principles.The stock pricing mechanism mainly includes the pricing principle,the pricing method and some procedural provisions.The legal value of the pricing mechanism mainly includes that it is an important part of Stock Repurchase System,an important guarantee for the implementation of the Stock Repurchase System,and an important part of the protection mechanism of stock right.In the second chapter,the author analyzes the problems existing in the implementation process of the pricing mechanism of the repurchase stock in our country.It is divided into two levels.One of them is the normative level.Through analyzing the existing norms,he points out that the shortcomings of the pricing mechanism of the repurchase stock in China,such as undefined standard of "reasonable price".Another one is the judicial practice level.Through the analysis of specific cases,the author sums up the shortcomings of the pricing mechanism of the repurchase stock,existing in the judicial practice.They mainly include that judges can not price which leads to the lack of protection about the interests of the minor shareholders,the company does not work in with the judges which leads to the failure of pricing,and the general rules of proof works a little for the resolution of the dispute of stock repurchase.In the third chapter,the author refers to foreign excellent legislation and judicial practice experience to make recommendations for China’s pricing mechanism of stock repurchase.They mainly include four aspects.The first one is the discussion about the applying order of the consulting pricing and the court pricing.He believes that the consulting pricing gives priority to the court pricing in principle.The second one is the further refinement about the standard of reasonable price,such as the base date of pricing.The third one is the construction and improvement of the judicial evaluation process,including giving judges the right to judge the price of the repurchase stock.It is necessary to apply special rules of proof in pricing the repurchase stock,clarify the responsibilities of the court and the burden of litigation costs.The last one is the discussion on the payment model of the stock repurchase.The author thinks that it is necessary to take the "first Fulfillment" model in order to make minor shareholders achieve the most protection.