Research On The Appraisal Right Of Dissenters

Although the appraisal right of dissenters was incorporated into China's“Company Law” as early as 2005,the content stipulated at that time was relatively simple and rough,and it could not fully reflect the connotation of this right.Although “Company Law” revised in 2013 has modified this right,it still does not cover more of this right.In the following seven years,China's legislation did not have any provisions on improving the appraisal right of dissenters,which led to many deficiencies in this right,and could not be applied to specific situations in judicial practice.There are still some problems in the applicable situation,applicable subject,repurchase price and applicable procedure of the appraisal right of dissenters,such as rigid and rough application situation,unclear application subject,difficult to determine repurchase price,concrete and unified design of repurchase procedure,imperfect follow-up disposal procedure of repurchase shares,etc.Therefore,this article is based on the broader appraisal right of dissenters.It takes limited liability companies and joint stock companies as research objects.The improvement of the claim system puts forward localized and systematic suggestions.According to the textual structure of "big problems-small problems-side of the problem.",the article was divided into four chapters: applicable situation,applicable subject,repurchase price,and applicable procedure.The right can be improved and perfected.The first chapter discusses the applicable situation of the appraisal right of dissenters of the limited liability company and the company limited by shares and its defects in judicial practice.In the case of a limited liability company,the defects of the system are analyzed from four aspects: the profit company does not distribute profits for a long time,the company merges,divides,transfers main properties,revises the articles of association to make the company continue to exist and whether the reasons not listed in Article 74 of the company law can be applied.The second chapter is the analysis of the subject of system application,discussing the scope of the company and the scope of shareholders.In the scope of applicable companies,the author discusses the application of limited liability companies and three different types of joint stock limited companies in combination with the provisions of relevant foreign legal systems.In the scope of applicable shareholders,the paper discusses the qualification of absent shareholders,defective shareholders,successor shareholders,dormant shareholders and non-voting shareholders in detail.In the third chapter,through the comparative analysis of the reasonable price evaluation mode,evaluation benchmark date and evaluation method of each country and region,the pricing mechanism and procedure of share repurchase price that adapt to the national conditions of our country are determined,and the interests of the company and the dissenting shareholders are balanced through the discussion of the cost bearing of evaluation.The fourth chapter firstly discusses the difference between the application procedures of the limited liability company and the joint stock limited company in the legal provisions,which provides suggestions for the improvement and unification of the legal provisions;secondly,it discusses the deficiency and perfection of the application procedures of the shareholder's share repurchase claim system in the legislation and justice;finally,it provides some suggestions for the subsequent disposal of the repurchase shares.To sum up,this paper aims to analyze the defects of the appraisal right of dissenters,combined with specific cases in judicial practice.In view of the legislativedefects of the system,this paper puts forward corresponding countermeasures and suggestions,with a view to refining the provisions of the law,making the system more operable in China,so as to better safeguard the legitimate interests of dissenting shareholders.