华侨大学学报（哲学社会科学版）Issue(6)：103-114,12.
股份公司合并分立时异议股东回购请求权条款的错位与回归
Dislocation and Return of the Clause of Appraisal Rights for Dissent Shareholders in the Merger and Division of Joint-Stock Companies
摘要
Abstract
The Company Law of 2005 stipulates merger and division as an exception in which a joint stock company may not purchase its own shares,which was an alternative choice under the background that there was no regulation on the appraisal rights for dissent shareholders of the joint-stock company.Therefore,it brings about many problems such as the confusion of ownership of share repurchase and the artificial separation of related provisions in the merger and division of joint-stock companies.After the newly revised Company Law in 2023 adds a clause on the appraisal rights for dissent shareholders of joint-stock companies,this situation should return.However,in order to give better play to the functions of the appraisal rights for dissent shareholders,such as price discovery and supervision,and in view of the special attributes of merger,di-vision and transfer of main property as major changes of the company,the appraisal rights for dissent shareholders under such circumstances should not be restricted by"except for companies that issue shares publicly",that is,it should be ap-plicable to all joint-stock companies.关键词
股份公司/合并、分立/异议股东回购请求权/公司回购权Key words
joint-stock company/merger and division/the appraisal rights for dissent shareholders/company repurchase right分类
社会科学引用本文复制引用
罗欢平..股份公司合并分立时异议股东回购请求权条款的错位与回归[J].华侨大学学报（哲学社会科学版）,2025,(6):103-114,12.基金项目
湖南省教育厅重点项目"代偿取回权制度革新与拓展研究"(22A0110) （22A0110）
