The Appraisal Right Of Dissenters In Co.Ltd.

The “Company Law” implemented in China on January 1,2006 has been amended to add Article 75 to the repurchasing of shares of the company by dissenting partners of limited liability companies(the current 2013 “Company Law” is Article74).The rights of share repurchase provided for in this Law are mainly for the closed nature of limited-liability companies.To prevent major partners from repressing the operation of small partners,on the basis of combining the practice of company law in China,A system established by the results of the Anglo-American company law.Subsequently,the "Company Law" has also been revised,but there is no improvement on the rules governing the right of repurchase of partner’s equity.There is only a single clause that stipulates the specific application situation and the simple implementation procedure.However,with the rapid development of the market economy,the broad provisions on the rights of partner repurchase of dissenting partners have been difficult to adapt to judicial practice,and more and more issues have been exposed.Now the author uses comparative research,historical research and empirical analysis research methods to study the theoretical basis of China’s dissent partners share repurchase rights,and introduce the legislative experience of the United States,Japan and other countries,combined with The relevant judgment documents collected in the case of share repurchase request disputes,and the problems in the application process of the right to requisition of partner’s equity repurchase,such as the determination of the applicable conditions of the share repurchase request right and the determination of the exercise procedures,Analyze and discuss the determination of reasonable prices.The main body of this article is divided into four parts:The first part is the introduction.It introduces the background of the topic,the research significance and the research methods.At the same time,it reviews the literature referenced in this article and clarifies the current deficiencies.The second part is a basic overview of the rights of share repurchase requests,and defines the concept of right of repurchase of partner requisitions for equity,that is,the partners of limited-liability companies specified in Article 74 of the current“Company Law” are specifically responsible for the partners of the company.The meeting or the general meeting of partners held a resolution on the major issues affecting the interests of the partners of the company and against the company and ask for buying the shares held by it at a comfortable price.At the same time,it distinguishes the right of repurchase of partner’s equity repurchase from the share repurchase system,and points out the differences in the status,design purpose,application situation,and the subject of the rights of the two parties.Then,introduces the historical evolution of the rights of partner repurchase requests of dissenting partners.The birth of the system was to protect the balance of interests between the partners of the company and the normal operation of the company.It went through a "full vote" to "majority decision" and then From the "majority majority decision" evolved to two major stages of dissident partners share repurchase rights.Then,the legal basis for the right of share repurchase of the dissenting partner was elaborated in terms of the theory of expectation rights,equity theory and company stability theory recognized by the current scholars,namely,in order to safeguard the expected interest of the partners when buying shares and to maintain the follow-up partners.The balance of interests,while considering the characteristics of the human nature of the limited liability company,guarantees the normal operation of the company.The fourth part mainly focuses on the status quo of the right to requisition partner equity repurchase in our country.First of all,it introduces the legislative evolution of the right of partner’s equity repurchase in China,which was stipulated in the revision of the "Company Law" in 2005.Subsequently introduced the corresponding provisions of the current "Company Law" in China,that is,the situation of application and the procedures for the exercise of the rights of partner repurchase of objections.On the basis of this,the relevant cases of the “PKU Fabao”are combined with the relevant legislative achievements of the United States,Japan,and other countries,and the existing provisions of the “Company Law” in China are applied in four aspects: scope of application,subject qualifications,exercise procedures,and price evaluation.The issue of being too broad and difficult to adapt to the needs of judicial practice has been analyzed and discussed in detail.To sum up,this article intends to proceed from the provisions of China’s current legislative field on the right to requisition partner equity repurchase,analyze its existing deficiencies,in order to refine the provisions of the law,to adapt to judicial practice,to better safeguard the dissent partners hold Some of this right.