A study on the determination of fair price regarding dissenting shareholders' request for purchase

• Main Authors: Lee, Ming-Yuh, 李明諭
• Other Authors: Hung, Si-Zhu
• Format: Others
• Language: zh-TW
• Published: 2017
• Online Access: http://ndltd.ncl.edu.tw/handle/kp489d

碩士 === 國立臺灣海洋大學 === 海洋法律研究所 === 105 === Along with the modern company system development, under power capital most definitely principles, which the shareholder has the right to vote which if the stock number has to be proportional; The company owns stocks the general meeting of shareholders in the many shareholder's meaning to regard as inevitably the company the meaning, causes the most stock shareholder's decision to be at the control position, most stock shareholder through general meeting of shareholders, when harms the minority objection shareholder benefit, namely becomes the legislation regarding the minority objection shareholder benefit protection a subject, the objection shareholder stock returns buys the request power thereupon to breed lives. The appraisal right of dissenters on the law allowed dissenters in a particular case by asking the company to buy back shares, given reasonable compensation on the basis of the exiting company, is losing the blocking minority dissenting shareholder resolution provided a legal way to exit the company, both the company and the interests of the minority shareholders. This article first introduces the system of appraisal rights of dissenters outlined, the origin and the system of concepts from the origins and theoretical basis of two aspects of the system theory and value base. And, through the comparative observation of the appraisal right of dissenters, templated on the United States, Japan and China, pointing out that States on the objection shareholder stock purchase rights legislation and its provisions, looking forward to the repurchase right system reference. Then stating the dissenters right to purchase in the future is a special shareholder exit mechanism, emphasizing the appraisal fair price how to evaluate is the key to effective performance. Fair price confirmation timing and determination will affect the stock purchase price calculation and results. For confirmation of a fair price point, responsible to serve a notice of the general meeting of the shareholders of the company minority shareholders on the basis of divided into two cases. In the case of due diligence of the company, with significant resolution to recognize de facto. And there are no exceptions, dissident shareholders once its out, pull out the specific reasons do not form the basis for additional benefits. In the case of companies did not do their duty, with the date of the general meeting to the shareholders knew or should have known the company was this time when big decisions for the timeline, confirmed by the shareholders choose any point as point and appraisal in cases of dispute, reasonable price assessment methods need to be run in a certain context. Company and minority objections shareholders in heavy reset capital method, and returns now value method and market compared method this a fixed of framework within, according to company of reality and the method itself of pros and cons and by contains of important factors, integrated for consider, select single method or several method of combination on shares repo price for assessment, paper combined States of legislation and the practice experience, from specific applies case, aspects on the system of constitute elements be compared discusses, attempts to provides future Court on shares buy price referee reference.