On Dissenting Shareholders' Appraisal Right System

As an important system in the corporation law, dissenting shareholders'appraisal right system constitutes an important part in the corporation's internal interest balance. This thesis is designed to propose some valuable advice on how to improve this system through the insightful study on the American dissenting shareholders'appraisal right system. The general outline of this thesis is as follows: Bibliography points out the general provision of the dissenting shareholders'appraisal right in China corporation law. Hereby, the writing purpose is brought out.Chapter I introduces the necessity of this article by means of a succinct case, which is followed by the further introduction of the origin of the American dissenting shareholders'appraisal right system. As the Economy and Trade have rapidly developed, the unanimous consent principle no longer meets the demand of the economic development, which results in the substitution of the capital majority decision principle. Dissenting shareholders'appraisal right system is geared to protect the interests of the minority shareholders. Subsequently, this article points out the legislative purpose and existing problems of the Article 75(143) of the Corporation Law in China.Chapter II analyzes the foundation of this system through the five theoretical bases of the dissenting shareholders'appraisal right system: expectation frustration theory, the revision of the capital majority decision principle theory, team dissolvability theory, economy analytical method theory, capital retreat theory.Chapter III introduces the applicable scope of dissenting shareholders'appraisal right system---to analyze the applicable corporation, applicable transaction matter as well as applicable shareholders. Next, it presents the revising development of the American Law which lapses from the rigid adherence to the shareholders'appraisal right procedure to flexible adjustment. Finally, this chapter highlights the central problem of this system in America---what's the fair value of the equity shares; generally, what factors have been taken in to the consideration when the American Court determines the fair value of the equity shares and how the court calculate it. The last part of this chapter draws in the several methods which the American Courts adopt to evaluate the fair value.Chapter IV reveals the gist of this thesis—to put forward the author's advice on how to improve the dissenting shareholders'appraisal right system. Based on the above-mentioned introductions and China's reference to American Law in light of its own background, the author proposes some advices on how to improve the applicable scope of the dissenting shareholders'appraisal right system, purchase request procedure, definition of the fair value of equity shares, the evaluation method etc. and seek a more appropriate and just evaluation method for the definition of the reasonable price of purchased shares in the jurisdictional practice.