Legal Intervention and Fair Price Judgment of Appraisal Right
The Company Law distinguishes between the equity acquisition right and the appraisal right.In practice,the appraisal right of dissenters is an explicit right,and there are other implicit appraisal right in the fields of share repurchase,marital equity division,equity transfer instead of judicial dissolution,etc.The appraisal right includes the requirement of fair price,with the intention of achieving a balance of rights between the rights holder and the equity transferee.In the valuation of the company's equity,the parties and the court should not simply rely on accounting and asset evaluation,but should take into account the dual attributes of membership rights and property rights.The judgment of fair price should pay attention to the premise,assumption and formation process of equity valuation.Among them,the calculation of determined price should consider the obviously unfair system and the supplementary adjustment method of the advance of the base date,comply with the mandatory provisions of the Company law on shareholders shall not withdraw capital contribution and profit distribution,and cannot be automatically converted into a fair price for other shareholders.In the absence of a determined price and the use of conventional valuation methods,the court should clarify the applicable conditions of the NAV,CCA,DCF method and other valuation methods,and discuss the issue of minority equity discount based on liquidity factors.
equity valuationacquisition by dissentersappraisal rightfair priceshare repurchase
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