论反对股东股份收购请求权的确立

赋予反对股东股份收购请求权是大陆法系和英美法系国家修正资本多数决原则的一项重要制度,遗憾的是,我国公司法未作任何规定。借鉴国外经验,结合我国实际,在有限责任公司和股份有限公司中引入该制度,严格其适用条件,规范其收购请求程序,并采取市价法、收益现值法和清算价格法来准确评估被收购股份的公正价值,以切实维护中小股东的利益。

On the Establishment of the Dissenting Shareholders' Appraisal Right in the Company Law of China

It is a important sort of institution to endow the appraisal right to the dissenting shareholders either in civil law or in common law , which can revise the principle of majority voting in some extent. We are sorry that there is blank about the problem in the company law of china . With reference to foreign experiences and connection with our country' s actualities, the appraisal right of the dissenting shareholders should be introduced in the limited companies and the companies limited by shares in china . Meanwhile , company law must regulate the applicable terms , work out the appraisal procedure and adopt three kinds of effective methods such as market price , beneficial interest and liquidation value in evaluating the fair value of being purchased shares in order to protect minority shareholders'interest.