A Study On Related Issues Of The Appraisal Rights

The appraisal rights refer to the right of shareholders granted by law to disagree with the resolution related with fundamental changes of the corporation. It means that the shareholders who dissent to the resolution of the corporation are entitled to demand the corporation to buy back their shareholders with fair value and withdrawal. The appraisal rights originated from the case law of 19th century America, and has been provided worldwide nowadays, the appraisal rights was created with the purpose to amend the principle of majority rule ,to balance the conflicting interests of majority shareholders and minority shareholders. On the occasion of A&M based on the decision of majority shareholders, the minority shareholders could gain compensation by withdrawal with a fair cash exit and therefore the equilibrium of both justice and efficiency is realized. Majority rule, as stipulated in modern corporation law, may infringe the interests of minority shareholders occasionally, the appraisal rights function as the protection of minority shareholders and the remedy and adjustment of majority rule, thereby the interests between majority and minority is balanced.As Chinese market matured gradually, the active transactions of corporations increase greatly. The corporation law has stipulated two terms of the third and the fifth chapter about the appraisal rights on the request of protecting minority shareholders which symbolize the great improvement of corporation law. However, the unspecific regulations, such as the procedure of appraisal rights and the standard of fair value, may confine its effect in great extent in practice. The thesis targeted at the design of specific rules of appraisal rights and the perfection its function in practice.The thesis analyze the theory, the change of function and the advantage and disadvantage of the appraisal rights roundly and deeply,and bring forward advice on the perfection of the appraisal rights reference to application scope , the procedure and other systems of the appraisal rights of other countries'corporation law.