Research On The Appraisal Rights By Dissenter Shareholders

Dissenting shareholders’ appraisal right refers to the right to request the company to repurchase its stock when the company makes a major resolution on merger,division or disposal of the company’s main property.This paper is divided into three chapters to discuss this topic.The first chapter is the basic theory of dissident shareholder appraisal basic theory.In the early days,the company adopted the procedure under the rule of unanimity,which decided that the whole could not meet the needs of the development of the company in practice.The majority of capital is still dominant and its deficiency lies in the fact that the controlling shareholder of the company is easy to use the advantage of the shareholding ratio to suppress it minority shareholders.In order to safeguard the interests of the minority shareholders,protect them from the majority of the company’s capital,make up for the deficiency of the capital majority system,and thus produce the evaluation power system.On the theoretical basis of the evaluation power system,there are four main theories,expectation interest theory,equity theory,group decomposition theory and alternative remedy theory.The second chapter mainly discusses the investigation on the exercise of the dissenting shareholder’s appraisal right in domestic.Article 74 of the Company Law,which was revised until 2005,first established the appraisal right,and before that,there was no relevant provision of the appraisal right.This paper analyzes the judicial cases in which the dissenting shareholders exercise the right to assess the interests of the creditors,and there are many lawsuits in which damage the interests of the creditors because of the repurchase behavior of the company.From the source of repurchase funds,the treatment of the company’s repurchase equity and the company’s assets,the company’s repurchase behavior will inevitably lead to the reduction of the company’s current assets and the increase of the company’s asset-liability ratio.There are some deficiencies in China’s appraisal right system to the creditor’s protection.Firstly,the subject and application of evaluation right are not clear.There is no exclusive right to assess litigation.The related problems in repurchase procedures,such as the source of repurchase funds,the disclosure of repurchase information,the determination of repurchase price,etc.,are not clear.The third chapter of the article puts forward the corresponding solutions according to the deficiency of the existing evaluation right system.First of all,we should make more detailed provisions on the exercise of the right of evaluation of the dissenting shareholders in the exercise of the subject and the situation,in the exercise of the subject of non-voting shareholders,subsequent shareholders,anonymous shareholders,shareholders before the failure to fulfill the obligation to contribute to the shareholders do not have the right of evaluation;in the exercise of the company has no repurchase capacity,shareholders voted against the shareholders,but the resolution has not been adopted,or after the company cancels the action after the resolution is adopted,the exercise of the right to assess the dissenting shareholders will be restricted.In terms of widening the scope of application,it is proposed to add "sale of significant assets" to the joint-stock company.Secondly,in order to prevent shareholders from abusing their litigation rights,prevent minority shareholders from malicious litigation,and avoid the company suffering from multiple litigation,we should establish the exclusivity of evaluation right litigation.But such exclusivity is relatively exclusive,if the company has fraud or illegal circumstances,can still bring a breach of fiduciary duty.In the end,it is suggested that the controlling shareholder should give priority to the share of the dissenting shareholder,or pay the dissent by the company’s disposable profit.The company should fulfill the obligation of information disclosure in time to protect the creditor’s right to know.The company’s repurchase price shall be determined in principle by consensus with the shareholders,otherwise the court is requested to rule on a reasonable price on a case-by-case basis.