论封闭性股份有限公司股东股份回购请求权的保护——兼议《公司法》第一百四十三条第四款的完善

On the Protection of Share Repurchase Claims by Shareholders from Close Companies Limited——A Concurrent Discussion on Improving Item 4 of Article 143 in the Company Law

异议股东股份回购请求权制度起源于美国,是股东平等原则的重要体现。我国在2005年新《公司法》中确立了该制度,但《公司法》第一百四十三条第四款的规定对封闭性股份有限公司的股东保护不足,因此有必要对异议股东股份回购请求权制度加以完善,以期更为有效地保护封闭性股份有限公司异议股东的权益。

Share repurchase （or stock buyback） is the reacquisition of stock by shareholders. The system of share repurchase claims by dissenting shareholders, which originated in the United States, is an important manifestation of the principle of shareholder equality. China first formulated this system in 2005 with the promulgation of the Company Law of the People＇ s Republic of China, but in it the provisions of Item 4 of Article 143 have failed to provide sufficient protection for shareholders from close companies limited. Therefore, it is high time that the sys- tem of share repurchase claims by dissenting shareholders underwent some perfection so as to effectively safeguard the rights and interests of shareholders from close companies limited in requesting the right to share repurchases.