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Research on the System of Equity Repurchase of the Limited Liability Company

Author: YangZuo
Tutor: WangYueLong
School: East China University of Political Science
Course: Civil and Commercial Law
Keywords: equity repur chase equity repur chase claim minority shareholders suppress behaviors
CLC: D922.291.91
Type: Master's thesis
Year: 2011
Downloads: 209
Quote: 2
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Abstract


With the development of the company, some major shareholders with control of the company, infringe upon the rights and interests of minority shareholders. Minority shareholders are unable to obtain corresponding investment return, remaining in the company become hard, it’s necessary to design a better exit mechanism to protect minority shareholders’ interests. System of equity repurchase plays an important role, because minority shareholders can’t transfer equity easily, and consequence of suing for dissolution of corporation is too serious. Aiming at the completing system of equity repurchase, the author tries to analyse the theoretical foundation of the repurchase claim , and hope to benefit from the system of equity purchase in German and United States . The paper is divided into the three parts:The first part, theoretical analysis of system of equity repurchase . Analyse the definition and legal attribute of system of equity repurchase , Clear is the inherent right and it’s the right of formation ,every shareholder can exercise it besides major shareholders. It’s different from other concept, such as stock transfer and capital decrease. Through the analysis of legitimacy of system of equity repurchase , indicating the necessity of it.The second part, Comparision of legislation .Analysis of the system of equity repurchase in United States and Germany , anatomize the system from the aspect of subject applicable scope and procedure, summarizes the common point and difference between two countries, introduce the Expulsion right in Germany law in brief, paving the way for completing the system of the equity repurchase in our country.The third part, Consummating the system of equity repurchase in our country. It’s the most important part in this paper. There are many shortcomings in the system of equity repurchase in our country .Repurchase claim is the superordinate notion which includes appraisal right .The repurchase claim can be exercised in the wider scope. Many minority shareholders’rights are aggrieved by suppress behaviors ,And some major shareholders can’t remain in the company because of personal objective reason, all of them don’t have better approach to exit the company to assure their rights. We can complete this system from two aspect, one of it is entity right , the other one is procedure right. At the same time , it’s necessary to set up some clause of limitation.. And procedure can learn from the rule in the Amercian law.

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CLC: > Political, legal > Legal > Chinese law > Economic Law > Corporate law, company law
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