A Study On The Right Of Request For Equity Repurchase Of Dissenting Shareholders Of Limited Liability Companies

With the rapid development of China's economy,the company,as a major form of business,has become the basic cell of social and economic development.However,as the current company law only stipulates the existence of two corporate forms:limited liability company and limited liability company,and the establishment of a company limited by shares is based on the principle of franchise,then the form of limited liability company will certainly become the main corporate form of public investment.As a result,limited liability companies have grown rapidly,and the number has increased dramatically.Among them,behaviors that harm the interests of small and medium shareholders frequently occur.This has led to new research on the topic of modern company law.If a company passes a shareholder resolution on a major transaction of the company that caused a fundamental change in the company's structure,or caused serious damage to the interests of small and medium shareholders,these are seriously damaged and held.Dissenting shareholders may require the company to repurchase its shares at a reasonable price to withdraw from the company.This is the system of share repurchase rights of dissenting shareholders of a limited liability company discussed in this article.In order to accurately grasp the system and make recommendations,this article will limit the research object to the right of repurchase of the dissenting shareholder equity of a limited liability company.This system is conducive to balancing the conflict of interests among shareholders,safeguarding the normal operation of the company and protecting the interests of small and medium shareholders.So for the existing problems discussed above,the article attempts to write from four parts in order to be able to improve the right to request.First of all,this paper expounds the origin of rights repurchase right system of dissenting shareholders of limited liability companies.Based on this,it discusses the necessity and significance of disqualification shareholder equity repurchase right system.Secondly,it is the discussion of the reasonable price determination and related issues in the rights of equity repurchase in judicial practice.First of all,through thesearch of the Judicial Document Network,it has found three judicial precedents and found that since the 2005 “Company Law” established the right to share purchase repurchase,the rights and interests of the dissenting shareholders have been maintained to a certain extent,but the protection is not enough.In addition,due to the vagueness of the provisions of the law,it has brought difficulties to judicial trials and practice.Secondly,it makes an analysis of the judicial review of the system of rights repurchasing right of opposition shareholders.Once again,it discusses the system of share repurchase rights of dissenting shareholders in the three countries of the United States,South Korea,and Japan,and points out the defects and deficiencies in China and the United States,South Korea,and Japan in this respect.Through comparative study,it is recommended that China's dissenting shareholder equity repurchase claims system in developed countries is used to improve the system of share repurchase rights of dissenting shareholders of China's limited liability companies.Finally,the dissertation discusses the insufficiency of right of requisition for shareholder's equity repurchase and legislative proposals,so as to grasp the right of the shareholder's repurchase of the dissenting shareholders of China's limited liability company on a macro level.In summary,the focus and difficulty of the article writing is to find out the shortcomings and shortcomings of the system of share repurchase rights of the dissident shareholders of the limited liability company from the judicial instance,such as how to define and calculate the “reasonable price” of the share repurchase price.The discussion of the time reference point,the need to abide by the respective parties' respective agreement to apply the breach of contract,and thus put forward countermeasures and suggestions for the system in China,making the system more operative.