0 9 75 D93. 99 A 057-5833 0 09-007- 0087 the appraisal right of dissenters 75 75 3 0-05-0 43 3 9 3 43 7
0 9 appraisal right 73
0 9 block method 3 75 75 3 Barry M. Wertheimer The Shareholder s Appraisal Remedy and How Courts Determine Fair Value Duke Law Journal 998 volume 47 pp. 65-66. Barry M. Wertheimer The Shareholder s Appraisal Remedy and How Courts Determine Fair Value Duke Law Journal 998 volume 47 pp. 65-66.. 005 58 74
0 9 75 75 / 75 3 3 3. 0 A 008 6 0 0 006 75
0 9 38 75 75 3 4 3 4 38 00 4 4 76
0 9 75 appraisal right cancellation 006 43 77
0 9 75 fair value fair market value fair cash value / 99 6 5 discounted cash flow DCF DCF 008 665 DCF See Samuel C. Thompson Jr. A Lawyer s Guide to Modern Valuation Technques in Merger and Acquisitions J. Corp. L. 457 996. 78
0 9 3 3 Hamilton. Robert W. Corporations Including Partnership & Limited Companies Case And Materials West Group 6th ed 998 pp. 790-79. In Re Appraisal of Shell Oil Co. No CIV. A. 8080 990 Del. Ch. LEXIS 99 at 6 Dec 990 aff d 607 A. d 3 Del. 990 009 79
0 9 50% 50% 43 80
0 9 75 90 60 00 6 8
0 9 + + + + + + + The Exercise and Safeguard of the Appraisal Right of Dissenters The Comments on Section 75 of Company Law Ye Lin Abstract: The appraisal right of dissenters is the rectification measures of the majority rule, and coordinates with the majority rule to reach the goal of improving decision efficiency and achieving social justice. The dissenting shareholders have continuous legal relationship with the company, can remove it by themselves, and ask for reasonable payment from the company. There is no fundamental conflict between the appraisal right of dissenters and creditors protection,so the relationship can be coordinated by suitable arrangement. The emphasis of appraisal right of dissenters is appraisal, we should establish the model of right realization suitable to the characteristics of appraisal right of dissenters. Keywords: Dissenters; Appraisal Right; Reasonable Payment; Trigger Reason; Right Safeguard 8