Evaluation And Improvement Of The Dissenting Shareholders Of A Limited Liability Company The Equity Repurchase Requests Right System

Dissenting shareholder equity repurchase right came into being in order to compensate for the loss of benefits to the minority shareholders due to "capital majority", under the circumstance of that modern companies universally take the way of "capital majority" for shareholders. For limited liability company, the result of harmonious cooperation among the equity transfer is not free, the system value of the dissenting shareholder equity repurchase claims is even more important. In2005, the newly revised "Company Law" introducing this system concerned as a big step forward in the Companies Act legislation. However, with the years of practice, the problem in the legislation has gradually revealed. This paper mainly uses the methods of value analysis, comparative analysis, inductive and deductive reasoning and so forth to comprehensively analyze the dissenting shareholder equity repurchase claims system of a limited liability company, and proposes recommendations to improve this system on the basis of the analysis of the problem.This article includes the following three parts:Chapter I, an overview of the connotation and the value of the dissenting shareholder equity repurchase claims system. Involved in the general meaning of the concept, characteristics, and historical origins of the dissenting shareholder equity repurchase claims, as well as the theoretical basis of the dissenting shareholder equity repurchase claim. Focus on discussing the dissenting shareholder buy-back right for the special significance of the limited liability company.Chapter II is about the content of the dissenting shareholder equity repurchase claims. In this part, through the comparative analysis of national legislations, summed up the basic framework of the dissenting shareholder equity repurchase claims system, which including the main body of the exercise, applicable to the case, exercise program, the determination of reasonable price and the restriction of the right, and failure. Discussed in this section, provides a reasonable basis for the following comparative analysis of our system.Chapter III focuses on the problems and the improvements of the dissenting shareholder equity repurchase claims system of limited liability company. On the basis of detailed interpretation of the "Company Law" Article75and the summary of dissenting shareholder equity in the limited liability company in China, that the main problems of the right are: the main body of the exercise is not clear, applicable to the case is too narrow, lack of identified standards of exercise procedures and reasonable price, the limitations of the rights and failure and so forth. Thus, through to protect the interests of minority shareholders as the starting and without prejudice to the interests of creditors as the principle which integrate to two different aspects, propose the improvement of dissident shareholders'equity repurchase claims system of limited liability company in China.The focus and the difficulty of this article lie, in the construction and improvement of the system of the dissenting shareholder equity repurchase request right in limited liability company, on the interests' balance of minority shareholders and creditors of the company. The author puts forward sound measures about dissenting shareholder of a limited liability company share repurchase claims, from the two angles which concludes the protection of the interests of minority shareholders and not infringing the interests of creditors, is the innovation of this paper lies.