On The Objection Shareholders Repurchase Request Rights System

The Appraisal Right of Dissenters,is also known in some countries the share buybackright of dissenting shareholders,the right to share assessment,the right to buyout,dissidents retirement options and so on.It means that in certain circumstances, if theshareholders have clearly made against the mean for the shareholders of the Company(the General Assembly) the formation of certain resolutions of the meeting before thevote and vote in general meeting, the shareholders were entitled to require theacquisition of its own shares at fair and reasonable prices. This right is essentially inpremise of considering the interests of the majority shareholder, take measures tocompensate for the interests of the minority shareholders,and provide them fair way toexit the company,in order to eventually achieve a balance between fairness andefficiency. The system was first produced in the U.S. case law and now has beenestablished by the legislation of most countries in the world. China made the rules of theappraisal right of dissenters in2005the form of law, but the terms of the legal content istoo simple and lack of maneuverability, so it is difficult to play an equitable role in aconflict of interests.However,from another point of view, it also leaves more room forthe improvement of the dissenting shareholders appraisal rights legislation.This paper mainly discusses the appraisal right of dissidents. First of all, it studies theprimary theory of the evaluation remedy，expounds China’s Company Law provisionson the system and introduces the applicable grounds, assessment procedures and thedetermination of the buy-out price of Appraisal Right specificly. Then through theanalysis of a case,it sums up the problem of the system in China’s judicial practicereflected by the case.At last,it put forward some specific suggestions about perfectingour own Appraisal Right system on the basis of legal analysis of the focus ofcontroversy in this case and in-depth analysis of the relevant provisions of our country.The whole thesis consists of three parts: the introduction, the main part and theconclusion.And the main part is divided into four parts:First part, introduce the basic principles of Appraisal Right, including its concept,significance and theoretical roots, as well as China’s legislation adout the system.Second part,introduce the applicable grounds, assessment procedures and the determination of the buy-out price of Appraisal Right specificly.Third part, analyse a case about share repurchase and sum up the problem of thesystem in China’s judicial practice reflected by the case.Last part, put forward some specific suggestions about perfecting our own AppraisalRight system on the basis of legal analysis of the focus of controversy in this case andin-depth analysis of the relevant provisions of our country.