Analysis Of Deng Zhongsheng And Zhuzhou City Architectural Design Institute And Other Equity Disputes

The right to buy back shares of China's limited liability company is a big weapon used by small and medium shareholders to balance the “capital majority decision”,It is mainly stipulated in Article 74 of the “Company Law”,In practice,limited liability companies and shareholders often meet,In the case of the provisions of Article 74 of the "Company Law",the terms of the share repurchase agreement were independently negotiated,and the dispute was caused,Through the introduction of the case,this paper discusses and analyzes the validity of the self-appointed equity repurchase clause and the repurchase price,and elaborates the legislative status of the equity repurchase system of the limited liability company in China,in order to help the smooth resolution of similar problems,According to the analysis,the Article142 of the Company Law on the share repurchase of the company limited by shares cannot be directly applied to the limited liability company,and the limited liability company except the provisions of Article 74 of the Company Law,In addition,the agreed share repurchase agreement can be reached with the shareholders,but the permission does not mean laissez-faire,For the sake of the fairness of the case,the validity of the equity repurchase clause still needs to be determined according to the specific circumstances of the subject and content of the case,Can not be generalized,For the issue of the price of share repurchase of a limited liability company,this article combines the meaning of Article 74 of the Company Law with the principle of autonomy of will,first of all,the result of the negotiation between the two parties shall prevail;when the negotiation fails,the court may The value is accurately valued,This article tends to determine the repurchase price in the proportion of “net assets/shares”;in the case where the court's valuation is not possible,it can be finally audited by the appraisal agency according to the application of the party or the court,and the equity is finally determined Purchase price.