Study On The Legal Issues Of The Appraisal Right Of Dissenters

With the continuous development of China's economy,the gradual expansion of reform and opening up,the company's registration conditions relaxed,China's current corporate team is growing,involving more and more widely.According to the development of the market subject of the State Administration for Industry and Commerce report released in January 2015,China's current actual number exceeded70 million,March 2014 to January 2015,the national registration of new enterprises have 3 million 583 thousand and 300 households.We can learn the vast number of Chinese enterprises from it,but also the trend of continued growth.Therefore,not only the development of the company needs to be paid attention to,the interests of shareholders are well maintained is the most important.In the beginning,the rules of procedure is adopted unanimously by the principle of "one vote veto",in order to make the company more efficient decision-making,enables the company to obtain the maximum benefits.One takes the majority of capital system,can speaks more.With the development of the company,the number of shareholders continues to expand,more and more shareholders,are more and more diversified.Some small shareholders can not be affected by the company's decision-making,their interests will be violated,and there is no exit mechanism.Thus,dissenters system was born.This system originated from the United States,China in2005 the introduction of the system,but in more than and 10 years,more and more domestic companies established companies,the growing group of emerging issues,but could not see the improvement of the system,the existing regulations are still not comprehensive.This is in response to the Fourth Plenary Session of the eighteen comprehensively promote the rule of law,all departments in law to modify the provisions on the wildly beating gongs and drums,the claim of stock repurchase objection to the shareholders of the company law,also should be paid more attention.This article is based on this,the main provisions of the existing problems in China,combined with the experience of foreign countries,the separation ofdissenting shareholders to discuss the system of the right to repurchase shares.The first chapter is divided into two parts,first of all,this paper expounds the background of the dissent shareholders' right to buy back shares,from the principle of "unanimous consent" to "capital majority decision",and then to the generation of the right to repurchase shares.Secondly,this paper expounds the significance of the establishment of the dissenting shareholders' right to repurchase shares.The second chapter is divided into three parts,starting from the application of the right to repurchase shares.First in subject,from two angles,scope and types of shareholders were expounded,mainly discusses all kinds of company and the identity of the different shareholder eligibility issues in the system;secondly in the applicable circumstances,from the perspective of broad and narrow nationalism,classify and explain every national regulations on shares the repurchase rights applicable circumstances,and regulations of our country are analyzed;finally,based on the above analysis,to think about the scope of perfecting the dissenters of the.The third chapter is divided into the following two parts.The first is about foreign and domestic for this problem in the analysis of different legislative provisions on the comparison of different characteristics of dissenting shareholder repurchase request right system presented in many countries;finally,on the basis of learning from foreign legislation,the existing problems for the regulations of our country,the author puts forward to the standard of our country objection shareholder thinking the exercise program claim system.The fourth chapter is divided into two parts,in order to discuss the details of the existing problems in the system of repurchase rights of dissenters.The first is to determine the repurchase price,which is discussed from the determination of the subject,evaluation model in two aspects,and then puts forward thoughts on Perfection of the regulations on the protection of creditors.Secondly,is the question of the protection mechanism of creditors.Propose how to improve the protection mechanism,from the effect on creditors.