异议股东股份收买请求权的辨证思考

Study On the Appraisal Right of Dissentient Shareholders

异议股东股份收买请求权的设置为平衡公司内部利益关系提供了一种折衷手段。这一制度作为一种利益补救方式,它既保证了控股股东意愿的实现,又保护了持异议意见的小股东的权益,给他们以退出公司的出路。我国新《公司法》确立了这一制度,但规定的并不完备。

The system of the appraisal right of dissentient shareholders is set up to provide a middle way to solve the conflicts inside a corporation. As a remedy, it doesn＇t only meet the need of the shareholders who are controlling the corporation, but also protect the dissentient shareholders and give them a legal t to get their money back. The system of the appraisal right of dissentient shareholders is set up in our new corporate law, but not complete. On the basis of analyzing the rationality and the drawbacks of this system, the author put forward some suggestions in this paper.