On The Limited Liability Company Appraisal Right

Appraisal right is an effective institution to protect the interests of minorityshareholders and foreign legislation have more detailed provisions. In comparison,although the Company Law established the limited liability company appraisal right,but the legislation is too simple and compact. For instance, the scope of the dissentingshareholder is not explicit, the application of the right is too narrow, creditorprotection system is exile. In judicial practice, the exercises of the right are oftenunable to achieve the desired results. This thesis tries to discuss the above problems inorder to do some helps for specific practices in appraisal right. This thesis is dividedinto three parts: introduction, body and conclusions, and the body is composed of fourchapters.Chapter Ⅰ discusses the limited liability company appraisal right theoretically.Distinguishes appraisal right, equity repurchase claim, retirement option, defines thelimited liability company appraisal right. Then discusses the theoretical basis of theappraisal right, and focuses on the shareholders reasonable expectation theory andequitable relief theory. Lastly, discusses the special significance of the appraisal rightto the limited liability company.Chapter Ⅱ analyzes the statutory applicable situation of the limited liabilitycompany appraisal right. In this section, I analyzes the applicable situation ofappraisal right in relevant foreign legislation, and then analyzes the status quo ofChina’s applicable legislation in appraisal right, pointes out its shortcomings and makes recommendations.Chapter Ⅲ analyzes the specific exercise of the limited liability companyappraisal right. This chapter is the core part of this thesis. In this chapter, I analyzesthe main scope of subject, the objects, the basic procedures and legal consequences ofappraisal right. Finally, propose advices to complete the appraisal right by learningfrom scholars view with the advanced legislative experience. Such as clear the scopeof the dissenting shareholder, build specific procedures of appraisal right, subjoininstitutions to protect the interests of creditors, clarifies the legal consequences thatthe company illegally obtained its own shares.Chapter Ⅳ discusses the limitations and failure condition of the appraisal right.Firstly discusses the restrictions on the right including the general limitations andspecial restrictions, which focuses on the exemption of the appraisal right. And thenanalyzes the reasons for the failure of the appraisal right, including company did nottake the actions and the dissenting shareholder did not follow the statutory procedures.Finally, propose advice that Company Law should increase the limitation and failurecondition of the appraisal right.