Research On The Appraisal Right Of Dissenters

Objection to repurchase shares through the exercise of shareholder claims, the shareholders in their own interests can be violated by the company a fair and reasonable resolution to exit the company. In 2005, China amended the "Company Law"in the introduction of this system, our company system is undoubtedly a big step forward. In this paper, "the sky of the Department of restructuring case ", the use ofcomparative analysis, empirical analysis, discussed this right in the use of specific problems, and the improvement of relevant systems recommendations. This addition tothe introduction and conclusion, the consists of seven parts.The first part of the dissenting shareholder the right to apply shares buyback situation. This section first sets out the rights for domestic and international legislation has broad application of Marxist doctrine and narrow legislation in two different cases. Uses a narrow doctrine of legislative cases, the right of dissent in our share repurchase request scope is very limited. Department in the sky followed by an analysis of restructuring in the specific application of this right. In the case that the law be excluded under the scope of the situation in the objection, if applicable, will share how the repurchase claim benefits.The second part, dissenting shareholder repurchase the legal relationship of the main claim. This part of the system of the main subjects of rights and obligations of the situation described. Department of reorganization with the case of YTH analysis of what kind of shareholder rights can become the subject line. Also pointed out that each company is only involved in restructuring is the only legal relationship between the main obligations.The third part, dissenting shareholder the right to exercise stock buyback program. By analyzing the restructuring in sky of the specific operation of this right, summarizes the specific content of the exercise program should include: the company's obligation to inform, dissenting shareholder a written advance notice of opposition, dissent will show that the attitude of shareholders to attend, dissenting shareholder Written request and certificate of deposit options to determine the repurchase price, the company repurchase shares and pay the price for processing. The fourth part, the determination of valuation methods. This section describes the section of Delaware law, third-party transaction price method, the correlation factor method in the three broad judicial discretion in the application of valuation methods. Then into the sky of the Department of these methods re-examine the case of the application of different methods, estimation methods for each of the advantages and disadvantages.The fifth part, dissenting shareholder the right to use the share buyback exclusive. Generally speaking, if the shareholders choose the stock buyback for the shareholders the right to dissent, you can not seek other remedies. If allowed to participate in the combined sky of shareholders of each company while in the application of this right to seek other remedies in the application, will bring very negative consequences. Naturally, this exclusive is not absolute, if the sky of the shareholders the true value of the stock has not been reflected, it can break the exclusive applicable.Part VI, dissenting shareholder the right to share repurchase request exceptions. . Department of restructuring Yuntianhua failed for various reasons, triggering the law applicable to the facts of this right no longer exists, then there will be no such right applies necessary.Part VII, "the sky of the Department of reorganization" of the Enlightenment. China should improve the legislation in the subsequent buyback of shares dissenting shareholder rights system: expanding the scope of rights; clear legal relationship between the main body; clear procedures for the exercise of rights; a clear assessment of the fair value method; clear objection to the shareholders the right to share buyback For exclusive; clear objection to the exercise of share buy-back exception claim.