Research On The Mechanism Of Share Price Determination In Repurchase By Dissenting Shareholders

The system of dissenting shareholder's right to request share repurchase originated in the United States and was rapidly applied to all parts of the world after the 19 th century.Its emergence not only meets the requirements of efficiency principle in commercial development,but also reduces the risk of abandoning "unanimous decision" in major decisions of enterprises;It is not only a safety lock for shareholders to protect themselves in commercial activities,but also a trump card to deal with the "majority capital tyranny" brought about by the "majority capital decision" under the condition of modern system.Today,the system is active in various legal system countries,but also has its own characteristics.Articles 74 and 142 of the company law of our country have made relevant provisions around this system,but there is no clear law on the most critical issue of pricing.The pricing method,the determination of the benchmark date,the specific pricing procedure,and the right relief means involved in this issue have become the focus of attention and need to be solved in judicial practice.Starting from the basic theory,combined with the academic research results and the current judicial practice,aiming at the outstanding problems and the direct or indirect influencing factors in the pricing of share repurchase in China,this paper puts forward some countermeasures and suggestions on the reasonable price and pricing procedure by comparing and studying the relevant foreign legislation and cases,In order to perfect the pricing mechanism.This paper consists of four chapters and three partsThe first chapter focuses on the theory of "dissenting shareholder's right to request share repurchase" and "pricing mechanism",focusing on the origin and development of the system,the combing of ancient and modern theories,and the legal principles and value of the establishment of pricing mechanism.In the second chapter,on the basis of the theoretical connotation of the first chapter,combined with the current judicial practice,from the two aspects of pricing standards and pricing procedures,the author explains the eight problems existing in the current pricing of share repurchase of dissenting shareholders in China,including reasonable price,determination of evaluation base date,determination of evaluation method,source of funds,evaluation procedures,etc;The third and fourth chapters are the answers to the questions raised in the second chapter.The third chapter focuses on the problem of pricing standards,and the fourth chapter focuses on the problem of pricing procedures.Referring to the system of "prior to execution" in the Civil Procedure Law of China,the author conceives the procedure of advance payment.