Legal Problem Study On The Agreed Share Repurchase

Share repurchases is original shareholders in whole or in part to recover,companies become the process of their shareholders,in the buyback process may cause the abuse of share repurchases.Courts tend to use in the process of the legal equity buy-back standard to measure agreed share repurchases,shareholders agreed to avoid losing risk resulting from share repurchases are tend to apply to other v.made to achieve the purpose of repurchase.However,it is also undeniable that the agreed share repurchase plays a role in protecting shareholders’ rights and interests and maintaining the company’s value.At the beginning of this paper,through the analysis of the judicial practice data,it explains the general situation of the judicial practice of the agreed share repurchase,and combined with the current law application of share repurchase,it analyzes the necessity of further clarifying the judgment criteria of the agreed share repurchase situation.This paper analyzes the problems existing in the company practice and court judgment of agreed share repurchase by combining with specific cases.The subject qualification of the agreed share repurchase is relatively narrow.When the court determines the subject qualification of the share repurchase,it is mainly the company,which often holds a negative attitude towards other subjects.The subject requesting the share repurchase is currently limited to the dissenting shareholders who voted against the shareholder meeting.The narrowness of subject qualification greatly reduces the opportunity for shareholders to withdraw from the company through share buyback and thus lose the last right remedy.The identification of subject qualification should be expanded.Shareholders,companies,management and employee stock ownership groups can be included in the subjects of buybacks.Non-voting shareholders or shareholders who fail to express their objections for reasons other than their own can be included in the identification of subjects.The situation of agreed share repurchase is not clear and systematic,and there is no unified criterion for judging the effectiveness of the situation.As a result,the agreed share repurchase is either a mere formality.The court still judges the effectiveness of the legal repurchase in strict accordance with the legal situation,which greatly reduces the opportunity of the agreed share repurchase and abuses the share repurchase due to the broad boundary when the lawsuit is not involved.Or the agreement of share repurchase is not systematic and one-sided,which is unfair inapplication.In terms of the situation improvement,it can be considered from the shareholders’ request for buyback situation,the company’s active buyback situation,and other multiple special situations.When reviewing and judging,the court should grasp the whole situation from system to concrete to better determine the effectiveness of the situation.In a unified standards,the contract of share repurchases to coordinate standards and legal equity repurchase purpose,comprehensive consideration the interests of the subject of each,as well as the concrete content is in line with the value of the company and the company capital system maintenance,combined with the "contract law" article fifty-two determine the effectiveness of the share buy-back agreement,share repurchases expressly agreed upon evidence provided by the standard and responsibility.At present,the share price of share repurchase has not been determined due to the pricing standard,which has become a controversial issue in the agreed share repurchase.In the price determination,the two parties calculate the base point is inconsistent,and disputes occur over the scope of share buyback,calculation standard,the time of determining the value of shares and other matters.Price is the core clause of share repurchase,so it is necessary to perfect it in the agreement.It is necessary to improve the provision of equity value appraisal materials,calculate the equity price scientifically based on comprehensive calculation standards,and clarify the discretion of the court in pricing disputes.The current law only stipulates the situation of share repurchase,but does not specify the matters of advance notice of share repurchase,the expression of objection to shareholders,the application for share repurchase,the payment of repurchase funds,and the subsequent disposal procedures of share repurchase.And the procedural justice often reflects the equality and impartiality of buyback.In the agreed share repurchase,perfect procedures can be stipulated to make shareholders and the company have the predictability of the behavior of both parties.At the same time,in the external information disclosure,the external party wants to have a full right to know about the buyback.For the subsequent disposal of share repurchase,either reduce the registered capital,timely transfer,or introduce the stock system.This paper studies the problems existing in the court judgment and company practice of agreed share repurchase,and obtains the solutions through problem reflection,so as to make the agreed share repurchase play a better role in practice.By combining the agreed share repurchase and legal share repurchase,a more perfectshare repurchase system can be formed so as to promote the benign development of China’s share repurchase market.