On The Dissentient Shareholder Repurchase Claims Are Built In China

With the modern corporations have been accepted majority voting rule as a general principle, how to prctect the minor dissenting shareholders' interest and the corporatetion's operation and steady development at the same time needs to be resolved stringently. The appraisal rights could fulfill such goal exectly. When a transaction fundamently affects their rights, the dissenting shareholders are to be entitled to dissent from such a transaction and receive fair compensation for their shares, and secede from the corporate which is fundamental changed. The appraisal rights could prevent majority shareholders abusing their controlling position to freeze-out or infringe the minority shareholders' interests. It has been evolving for about one hundred years. Especially the appraisal rights in the U.S. is highly developed, which is a good reference for China's legislation improvement.Since the newly enacted China Corporate Law has introduced the appraisal rights, it's time to do further discussion and analysis. This paper does a research on such aspects as hoeretical basis, connotation, characteristics and application of appraisal rights. And it focuses on the "Appraisal Value" as the core question and also the Stock Market Exception rule. Based on the overall analysis, this paper brings out some suggestions about how to establish and perfect the appraisal rights in China, according to the current legislation and practice.