Research On The Right Of Claim For Share Repurchase Of Dissenting Shareholders

With the rapid development of social economy and the gradual expansion of the company’s scale,the company’s development has been seriously restricted due to the strict requirements of the principle of "unanimous consent".In order to ensure the normal production and operation of the company and improve the operation efficiency of the company,the principle of capital majority decision should be carried out.This principle avoids the deadlock of the company’s operation,but this voting method also exists Because of the disadvantages,the decision-making power of the company is basically in the hands of the major shareholders.Some major shareholders choose to sacrifice the rights and interests of small and medium shareholders in order to expand their own interests.In order to make small and medium-sized shareholders have remedies when their interests are damaged,China introduced the system of dissenting shareholders’ right of claim for share repurchase in 2005.This system originated in the United States,and has been favored by many countries and regions since its establishment.Therefore,this system has become a very important right to protect the rights and interests of small and medium-sized shareholders.However,unfortunately,the introduction of the system is late in China,which only focuses on the transplantation of legal principles,neglects its maneuverability in judicial practice,coupled with the lack of legislative experience,so up to now,there are still many loopholes and deficiencies in the legal provisions of the dissenting shareholders’ equity repurchase claim in our country.Legal norms are too simple and broad,which causes the difficulty of operation in judicial practice,so that this system does not fully play its real role.Some developed countries have established this system earlier and have formed a relatively perfect system.Absorbing foreign advanced experience can greatly promote us to improve our system.Around the above problems,except the introduction,this paper is divided into four parts.The first part is an overview of the system.There are three issues in this paper.The first one is the characteristics of the dissenting shareholders’ right to repurchase their shares.Thesecond one is the main theoretical basis.The third problem is to elaborate its value.The second part mainly discusses the foreign advanced experience.Three representative countries are selected,namely,the United States and the United Kingdom in common law countries and Germany in civil law countries.This paper introduces the specific relevant laws and regulations in the three national system,and summarizes the relevant experience that our country can learn from.The third part starts with the system of our country.This chapter is the most important one,which occupies the largest part of the whole article.The former part,whether it is the elaboration of its development history,specific content or the analysis of the extraterritorial system,is ultimately to return to the system of our country.This chapter describes the current situation and shortcomings of the system.First of all,it analyzes the relevant legal provisions in the company law of our country,analyzes the existing legislative deficiencies,and then through the use of big data platform,according to the previous case summary experience,finds the problems in the judicial practice of the system.At last,through the summary of the above two parts,the shortcomings of the system are summarized.The last part,through the analysis and discussion above,puts forward four suggestions for the existing problems of the system,including clarifying the scope of the right subject,expanding the scope of the right exercise,improving the procedure of the right exercise and protecting the interests of creditors.By combing the history of system development,analyzing the theoretical basis of system,and exploring the problems existing in system through social practice,this paper puts forward some suggestions for promoting the construction of system system in China based on the advanced experience of developed countries and the current situation of social development in China.Hope to provide ideas for solving the current difficulties.