| At the end of the twentieth century,in the process of modern enterprise system reform,one of the key contents of many enterprise reform is employee stock ownership.The core of this new reform idea lies in the way of employee stock ownership,so that employees can share the profits of the enterprise and stimulate their enthusiasm for labor.Companies often make arrangements for employees’equity withdrawal mechanism through amendments to their charters or charters.In recent years,there have been litigation disputes between the departing shareholders and the company.One of the core points of the dispute between the two sides is that the validity of the equity repurchase clause is different.The two sides can not reach agreement on the share repurchase price.The articles of association of the company raise the share repurchase price established by the company to the will of all shareholders by means of capital majority,and there are disputes over the objection of shareholders to the share repurchase price.The judgment standards of courts vary from place to place,and scholars have different opinions.On the validity of the price clause of share repurchase,different courts have made different judgment tendencies.Judicials tend to affirm the validity of the original articles of association,and identify the validity of the amendments to the articles of association separately.Some judges believe that the share repurchase price involves the shareholders’right of self-interest.The amended articles of association of the company have no effect on the dissenting shareholders.Some judges also believe that the company can not decide the share repurchase price unilaterally without the consent of the shareholders.However,in judicial practice,there is no empirical case to explore the specific protection path of the rights of dissenting shareholders.In theory,different scholars have been arguing about the validity of the terms of share repurchase price stipulated in the articles of association.Scholars generally hold three different attitudes towards this issue.The theory of invalidity,validity and distinction of validity of the articles of association of the company.The existing theories mainly study this kind of problem from the nature of company law norms,trying to identify and classify the company law rules by law rule analysis and value measurement.In judicial practice,shareholders and companies have different goals and willingness,and the cases are complicated.After the reform of company law,the connotation of corporate autonomy is emphasized.Facing the problems of company law,more detailed discussions are needed.To solve the dispute between the opposing shareholders and the company,we need to explore the root cause of the problem.The article discusses from three aspects:company perspective,shareholder perspective and absence of equity evaluation system.At present,the stock evaluation system is dominated by the company,which rises to the will of the whole through the majority of capital.There is a possible system model of infringing on the rights and interests of minority shareholders.Current stock evaluation system lacks powerful weapon to protect minority interests.Minority shareholders not only lack the basis of claim for rights,but also face the problem of "hard to prove" even when they enter the litigation process.The current legislative model lacks the pre-procedure of equity valuation,and there is no perfect judicial equity valuation system in judicial practice.Establishing the principle of price evaluation,which is based on the agreement between shareholders and companies and supplemented by judicial equity evaluation,will help to balance the different demands of companies and shareholders.By restricting the articles of association,excluding the application of infringement clauses,granting minority shareholders the right to petition,setting up the pre-procedure of stock valuation and perfecting the judicial stock evaluation system,the legislative proposals are proposed in order to effectively protect the rights and interests of minority shareholders.Protecting minority shareholders’rights does not mean favoring minority shareholders,but seeking a balance between minority shareholders’ interests and company’s interests to find a reasonable price acceptable to both sides.The ultimate goal of equity evaluation is to give equity exchange a fair and reasonable price.A fair and reasonable price does not necessarily equate with the objective value of shares,but adjusts the interests among the majority shareholders,companies and minority shareholders.Therefore,reasonable price should be reasonable for shareholders first,and also for companies and other shareholders."Fair and reasonable" price is the most effective guarantee for the departing shareholders to withdraw from the company,and it is also a powerful weapon to calm the disputes between the departing shareholders and the company.At the same time of orderly operation and development,the company takes into account the protection of minority shareholders’ rights and interests,enhances the investment enthusiasm of minority shareholders,promotes the healthy development of the relationship between the company and shareholders,and thus improves the production efficiency. |
