论异议股东股份回购请求权

On the Appraisal Rights by Dissenter Shareholder

资本多数决原则是公司决策的基本原则,但在缺乏有效监督和制衡机制的情况下,大股东往往会滥用其控制地位而侵害中小股东的利益。赋予股份回购请求权,即在公司将发生重大变化的情况下,允许异议股东以公平合理的价格退出公司,不仅有利于保护中小股东的利益,而且可以在一定程度上防范大股东及管理层的机会主义行为。

The principle of ＂Capital Majority Decision＂ is a fundamental rule of company law. However, the majority shareholders used to invade or push aside the right of the minority shareholders in ＂legal measures＂. In order to avoid and overcome the abuse of ＂Capital Majority Decision＂, and to protect the minority＇s investment will and freedom, as well as enjoying their legal right, the appraisal right of dissenter system was coming into being, the appraisal remedy provides shareholders who are dissatisfied with certain fundamental changes of the corporation the option of having their shares repurchased by their corporation with fair value for cash. It originated from the United States and was provided by relevant laws in many other countries as a typical protection for minority shareholders under the notion of majority control.