Research On The Exercise Of Right Of Recourse By Shareholders Of Dissenting Opposition

The system ofthe appraisal right of dissenters was the first introduced into the"Corporate Law" of China in 2005.Its legislative purpose is to grant shareholders who object to major resolutions of the company to request companies to buy back their equity and withdraw from the company.It is an effective mechanism to balance the interests of the company and shareholders.It has important theoretical and practical significance for improving the corporate governance structure of our country and protecting the interests of small and medium shareholders.As a result of the rapid expansion of economic globalization and the continuous development of the society,the status of the company as an economic organization in economic development has become more and more important.The structure of the company is constantly changing,and the relationship between shareholders and shareholders is also very delicate.Although shareholder have shared purposes,there will be different opinions when making decisions on major issues of the company.At present,according to China' s "Company Law",the principle of "capital majority rules" is resorted to in making resolutions on company's major issues.However,in practice,it often happens that controlling shareholders rely on "majority capital" to suppress small and medium shareholders.This is particularly evident in limited liability companies.In limited liability companies,the right to operate and ownership are often cross-mixed,and it is easy for shareholders with control rights to suppress small and medium shareholders.In essence,the system ofthe appraisal right of dissentersis based on the premise of considering the interests of the majority of shareholders and adopts measures to satisfy the interests of minority shareholders.It provides a way for dissenting shareholders to withdraw from the company fairly to achieve a balance between the company and the shareholders.However,in China,the application scope,entity rights,and especially the procedures of the system ofthe appraisal right of dissenters are too simple and are not easy to operate,and it is difficult to exert their balance in the conflict of interest.Therefore,the system ofthe appraisal right of dissenters has much room for development in terms of legislation in China.In our country's legislation and judicial practice,the principle of corporate autonomy is muchemphasized.A limited liability company has both human and equity interests.At the beginning of the company's establishment,the company's shareholders may establish a company based onmutual trustand realize their own interests.As the company continues to operate,controlling shareholders rely on their control over the company,may ignore the rights and interests of small and medium shareholders,and even infringe on the interests of small and medium shareholders,thus damaging the unity among shareholders.The investment of small and medium shareholders may not be able to obtain a corresponding return,that is,the"shareholders' expectation of rights and benefits" in the company law theory will be harmed,and the small and medium shareholders will no longer stay in the company and opt out.Therefore,the system of the appraisal right of dissenters provides small and medium-sized shareholderswitha more complete exit mechanism whichis indispensable for the protection of the interests of small and medium shareholders.Considering the difficult concerning equity transference and company disbanding in China,a sound company repurchase shareholding system plays an important role in protecting the interests of small and medium shareholders.In view of the fact that the repurchasing stock ownership system of our country is not perfect,this paper attempts to start with the theoretical analysis of the stock repurchase system,and seeks the defects of the legislative defects and judicial practice of the country by referring to themore comprehensive legislation of other countries,so as to make adjustment to the share repurchase system in China.This paper mainly uses literature research,empirical research,functional analysis,comparative analysis,and other methods to examine the theoretical issues related to the appraisal right of dissenters,and put forward suggestions for improvement by examining foreign legislation of the dissenting shareholder equity buyback request right system and the legislative status of our country.The first part is the theoretical analysis of the appraisal right of dissenters.The legal nature of the share repurchase claims clearly clarifies whether it belongs to the right of formation or claim,and expounds its source and theoretical basis.By analyzing the legal value of the equity repurchase system and the company ' s repurchase of shareholder equity to improve the company' s operating efficiency and rescue the function and role of the small and medium shareholders,it shows the necessity of the company's share repurchase system.In the second part,the analysis of the exercise of the appraisal right of dissenters in our country.Firstly,the current provisions of the "company law" and the judicial interpretation on the equity repurchase system are elaborated.Secondly,case studies are adopted in the discussion of issues concerning the practical exercise of the system.This will pave the way for the next part which provides suggestions for the improvement of the appraisal right of dissenters in China.The third part is the improvement of China's the appraisal right of dissenters.This section is the core chapter of this thesis.This thesis is based on the rules of the foreign company law concerning the system,combined with China's special legal environment,and proposes suggestions for the improvement of the system from the aspects of the entity and the exercise procedure.In terms of the entity,it recommends to increase the scope of the exercise of the subject of the right,to include non-voting rights holders,anonymous shareholders,etc.and to expand the scope of the triggering of the right to use the power.In terms of procedures,it is suggested that repurchase procedures and creditor supervision procedures are more specified in order to more fully construct the procedures for the exercise of the rights of China' s opposition shareholders to buy back requisitions.