Research On The Application Of Dissenting Shareholders’ Claim Of Share Repurchase

Since the Majority Rule becomes the model of the resolution inside the modern company,how to protect the interests of minority shareholders who under the big shareholders’ press has become an important research direction in the company law.The claim of share repurchase of dissenting shareholders to make up for this blank.Although our legislature revised the “Company Law” in 2005 to write the right of repurchase shareholder’s right of stock repurchase into the legislative documents,but lack of legislative experience,the inadequacies of the system in practice gradually exposed.This article chooses,Zhong Wencheng v.Kangle Digital,a representative case of repurchase of shares in recent years as the analysis object.Focusing on the issue of the case and using the method of comparative analysis to discuss the shortcomings of the system of claim of share repurchase,and the paper puts forward some suggestions.This article is divided into five parts besides introduction and conclusion:The first part: introduce the case Zhong Wencheng v.Kangle Digital,and focus on three issues: whether Zhong Wencheng can exercise the 8% technology stocks under his name;whether Zhong Wencheng,the dissenting shareholder,can run right of share repurchase of dissenting shareholders while retaining part of the equity in the company;the reasonable price of share repurchase.The second part: Describe the scope of dissenting shareholders.First of all,it analyzes the qualifications of non-voting shareholders,nominal shareholders,actual investors and defective investment shareholders,respectively.Second,it discusses the legal nature of technology shareholders in the case.Finally,get the conclusion about whether Zhong Wencheng is able to exercise The technology shares under its name.The third part: Explain the inconsistent exercise of the voting rights of shareholders under the circumstance of right of shareholders’ right to repurchase objections.First of all,reaserch the legal theory of the system.Secondly,sort out the concepts and disputes of the inconsistent exercise of voting rights of shareholders and refer to the provisions on inconsistent exercise of voting rights outside the domain.According to the conclusions of the analysis,Zhong Wencheng asked for the retention of part of the shares in the company’s request should be denied.The fourth part: Explain the calculation of share repurchase price.Firstly,it compares the extraterritorial legislation and practice,divides the way to determine the price into the internal confirmation and the external confirmation;secondly,combining with the domestic and foreign legislation,expounds the determination method of the fair price and summarizes the calculation method of the judicial confirmation in the external confirmation;Finally,evaluate the case for a reasonable price to confirm the referee.The fifth part: the enlightenment of this case.Combined with this case,it concludes that our country should expand and clarify the scope of the exercise of the principal of the right to repurchase the shares.For the inconsistent exercise of the voting right,the prohibition should be forbidden in principle in the background of the repurchase of the objection shareholders.Exceptions should be allowed.In judicial determination,the court is responsible for ensuring a fair conclusion of the proceedings and of the entity.