Research On The Repurchase Right Of Dissenting Shareholders

The right of dissenters was incorporated into the China Company Law as early as 2005.The aim is to protect minority shareholders in disadvantaged positions in company decisions.It is worth noting that shareholders of limited liability companies face greater difficulties in claiming this right than shareholders of a company limited by shares.Therefore,it is important to improve the legislation to protect the shareholders of limited liability companies.The appraisal right of dissenters is a remedy,after analyzing the company's operating conditions,major resolutions,and changes in composition,the shareholders judge the company's resolution to damage its interests and request the company to acquire its shares and withdraw from the company.However,the exercise of this right will lead to the company's capital clearing,breaking the capital three principles,resulting in the company's solvency reduction,and damage to creditors' rights.Therefore,restricting the appraisal right of dissenters is also the proper meaning of legislation.Foreign countries recognize the tension between the protection of shareholder rights and the protection of creditors,and have established a comprehensive legal system to balance them.However,China's current legislation in this field is still a blank,and law laws will be improved in the future.This article will focus on this issue and will be divided into four parts.The first part is "Analysis of the appraisal right of dissentersright".From the perspective of capital maintenance and shareholder rights relief,this paper analyzes the positioning and deep meaning of the system in China's legislation.Correction of shareholders' rights and creditors' interests protection,trying to establish creditor protection on the basis of shareholder protection.Implement the principle of fairness and reasonableness and avoid the confrontational interpretation of rights.The second part is "Analysis of the Comparative Method of the appraisal right of dissenters.By comparing the properness of the system in our country and in the legislative and judicial practice of the United States,exploring the institutional advantages that are beneficial to China's legislation and providing a reference for China's next stage of institutional reform.The third part "current legal loopholes in the appraisal right of dissenters".Starting from the current situation of China's legislation and judicature,analysis of institutional constraints on imperative rules,simple application of rules,imperfect procedures,and lack of rights restrictions,provide research foundation for legislative improvement.The fourth part "the perfect path of the appraisal right of dissenters:balance of rights between shareholders and creditors".Based on the comparative law and led by the case,imagine the subject,the rights demarcation,the procedural rules,the price mechanism and other restrictive rules of the appraisal right of dissenters.Combining the problems that may arise between shareholders and creditors,the system protects the rights of more efficient and discriminating shareholders while avoiding the risk of creditors weakening their claims.The ultimate goal is to improve the efficiency of the company's problem-solving and to realize the contribution of the company's main body to economic prosperity.