Research On Appraisal Right Of Preferred Shareholders

At present,China has established the legal system of appraisal right and preferred stock,both of which exist in the company limited by shares.Therefore,preferred shareholders have legal space to apply the appraisal right.However,analyzing the current status of legislation and practice of shareholders' stock appraisal right in China,it is found that there are current two major problems,it is unclear whether preferred shareholders are applicable to share appraisal rights,and how preferred shareholders share appraisal right is unclear.Through research and analysis,this paper believes that the application of the appraisal right for preferred shareholders has not only institutional value but also theoretical basis.On the one hand,the application of the appraisal right for preferred shareholders has institutional value.This is not only reflected in the function of appraisal right is in line with the protection of the rights of preferred shareholders.The fair exit and supervision of the function of appraisal right is conducive to strengthening protection of rights of preferred shareholders,it is even more reflected in the development of China's preferred stock market,which requires the system of appraisal right.On the other hand,the application of the appraisal right for preferred shareholders has a theoretical basis,because this is not only an inevitable requirement of the principle of equality of shareholders,but also a reasonable expectation that the relationship between appraisalright and voting rights is weakening.In order to better promote the development of China's legal system of appraisal right and preferred stock,this article compares and analyzes the experience of legislation outside the region and combines the trends of legislative reform in China.It is necessary to clarify the subject qualifications applicable to preferred shareholders,broaden triggers applicable to preferred shareholders,establish exercise procedures applicable to preferred shareholders,and establish stock price appraisals applicable to preferred shareholders,improving the appraisal right of preferred shareholders in China.Specifically,this article is divided into four chapters in addition to the introduction and conclusion.The introduction part puts forward the problems to be studied in this paper,and then expounds the theoretical value and practical significance of this paper.Then it reviews the main literatures on the appraisal right of preferred shareholders at home and abroad,and introduces the main research methods and the structure of this paper.Finally,it explains the main innovations and shortcomings of this paper.The first chapter makes an in-depth analysis of the current situation of China's preferred shareholders' appraisal right.This chapter combines the current legislative status of China current legal system of appraisal right and preferred stock,as well as the provisions of the charter of the preferred stock issuer on the preferred shareholders appraisal right in the pilot of preferred stock financing,to analyze the two main problems in applying the appraisal right of preferred shareholders.First,it is unclear whether the preferred shareholders are eligible for the appraisal right.In other words,it is questionable whether the preferred shareholders have the qualification to exercise the appraisal right.Secondly,it is unclear how preferred shareholders apply appraisal right.Specifically,there are problems for preferred shareholders to apply appraisal right,such as single triggering issues,ambiguous exercise procedures,and lack of stock price evaluation.The second chapter demonstrates the institutional value of the preferred stockholders to apply the appraisal right.First of all,the appraisal right's dual function of fair exit and supervision of conflicts of interest matches the rightsprotection of preferred shareholders,which is beneficial to protect preferred shareholders from common shareholders and company management,and strengthen the protection of rights of preferred shareholders.In addition,China's cash option does not have the substantial role of protecting small and medium shareholders,and it is difficult for cash option to replace stock evaluation rights.Moreover,due to the limited level of development of the current preferred stock market in China,market exception rule is not applicable to appraisal right.Therefore,the development of China's preferred stock market requires appraisal right.The third chapter demonstrates the theoretical basis of the preferred stockholders to apply the appraisal right.Firstly,the class share system including preferred shares is a deepening and improvement of the principle of equality of shareholders.in addition,as a statutory and inherent protective right of shareholders,the appraisal right is based on the principle of absolute equality.Therefore,as for preferred shareholders,they are entitled to the qualification as ordinary shareholders,who are entitled to exercise the appraisal right,and are protected by the appraisal right.Secondly,comparing and analyzing the relationship between voting rights and appraisal right,it is found that the relationship between voting rights and appraisal right was gradually weakened.The legislation pay more attention to whether major transactions and fundamental structural changes in the company would cause significant damage to shareholders.In addition,from the perspective of jurisprudence analysis,denying appraisal right of preferred shareholders cannot guarantee their reasonable expectation of recovering investment and obtaining relief,and it is also unable to effectively combat the abuse of voting rights caused by abuse of voting rights of shareholders.Therefore,preferred shareholders who usually have no voting rights have the appraisal right.The fourth chapter puts forward specific suggestions for improving China's preferred shareholders' appraisal rights.In view of the uncertainty and applicability of the current system of appraisal right of preferred shareholders in China,the application of the appraisal right for preferred shareholders has not only institutional value but also theoretical basis,therefore this paper takes the comparative lawperspective for system absorption and reference.and at the same time closely integrates China's corporate legislative reform trends,specific measures are proposed to improve the appraisal right of preferred stockholders in China.Firstly,whether it is a standard analysis level or a system interpretation level,legislation should clearly specify the appraisal power of preferred stockholders.Secondly,broaden the triggers for preferred shareholders' appraisal right.Of course,the triggers are not only common but also more individual than those for ordinary shareholders.Thirdly,increase the procedures for the company to notify dissident shareholders of the right to share appraisal,and adopt the model of dissent notice and disapproval of voting.Fourthly,establish the stock price analysis of preferred shareholders to apply the appraisal right.Stock valuation is about their agreement shall prevail,there is no agreement or the agreement is not clear the stock assessment methodology applicable to common shareholders of the reference.In summary,according to the general idea of raising,analyzing,and solving problems,this article comprehensively uses the normative analysis method,empirical analysis method,and comparative analysis method,combines the theoretical research results and practical operation experience of the domestic and foreign countries,to conduct in-depth analysis and research on the legal issues related to the applicability of preferred shareholders and how to apply the appraisal right,and put forward specific suggestions for improving the appraisal right applicable to China's preferred shareholders,with a view to promoting the development of the legal system of China's appraisal right and preferred stock.