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Research on the Appraisal Right of Dissenters

Author: ZhuJunHeng
Tutor: CaoXingQuan
School: Southwest University of Political Science
Course: Legal
Keywords: Dissenting shareholders Scope The legal relationship between body Valuation Methods Exclusivity Exceptions
CLC: D922.291.91
Type: Master's thesis
Year: 2011
Downloads: 67
Quote: 0
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Abstract


Request the right to repurchase shares through the exercise of dissenting shareholders, the shareholders in their own interests been the Corporate Resolution infringed fair and reasonable exit company. China in the amendments to the Law of the People's Republic of China in 2005, the introduction of the system is undoubtedly a big step forward for our company system. Department reorganization case Yuntianhua for example, the use of comparative analysis, the empirical analysis to discuss specific issues in the use of this right, and put forward recommendations for the improvement of our system. In this paper, in addition to the introduction and conclusion consists of seven parts. The first part, dissenting shareholders share repurchase claim applies to the case. This section first illustrates the broad doctrine and narrow doctrine of two different legislative cases at home and abroad of the scope of the legislation for this right. China adopted the narrow doctrine of the legislation applicable dissent rights in our share repurchase requests range is very limited. Subsequent analysis of the specific application of this right in the midst of reconstruction of Department of Yuntianhua,. Pointed out that in the case according to the law be excluded from the scope of application, what benefits, if applicable, the objection to the share buyback rights. The second part, the buyback of shares of dissenting shareholders the right to legal relations between the principal. This section describes the subject of rights and obligations of such a system main. Combined the Department of reforming Yuntianhua what shareholders can become the main exercise. Also pointed out that only companies involved in the restructuring is the legal relationship, only the main obligations. The third part, the buyback of shares of dissenting shareholders exercise program. Through the analysis of the specific content of the specific operation of this right in the midst of reconstruction Yuntianhua summarized exercise program should include: the obligation to inform the dissenting shareholder of the company in advance to make a written notice of objection, the dissenting shareholders to attend shareholders' stance, dissenting shareholders written request and deposit of share certificates, determining the repurchase price of shares, payment of the purchase price and the repurchase of shares processing. The fourth part, the valuation method to determine. This section describes the three Delaware plate method, third-party transaction price method, the relevant factor method widely applicable method of valuation of judicial discretion. Examine the different methods are applicable in the case of subsequent put these methods into the Department of Yuntianhua reforming, seeking the advantages and disadvantages of each estimation method. The fifth part, the buyback of shares of dissenting shareholders the right to use exclusive. In general, if the shareholders choose the applicable dissentient shareholder appraisal rights, you can not seek other remedies. If allowed to participate in the merger shareholders Yuntianhua can apply such rights to seek other remedies applicable, will bring very negative consequences. Naturally, such exclusivity is not absolute, and if the the shareholders stock Yuntianhua the true value has not been reflected in, then you can break the exclusivity applies. The sixth part of the shares of dissenting shareholders the right of repurchase requests exceptions. . Department of reforming Yuntianhua failed for various reasons, triggering the legal fact that this right applies has ceased to exist, this right there is no applicable necessary. Part VII, \Dissentient shareholder appraisal rights regime: China should improve in subsequent legislation to expand the scope of application of the rights; clear the main body of the legal relationship; clear right to exercise the program; a clear fair value assessment method; clear dissentient shareholder appraisal rights applicable exclusivity; clear objection to the exercise of share repurchase requests exceptions.

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