Abstract:
Selective share repurchase is common in practice. Such repurchase is likely to damage the interests of creditors, but also easily lead to conflicts of interest between shareholders . In order to protect the interests of shareholders, it is necessary to follow the principle of equality of shareholders, and to protect all shareholders’ trust in the company’s being a going concern. Following these principles, we should conclude the standards to evaluate the legitimacy of selective repurchase, these include the selective repurchase has a reasonable business purpose, the valuation of shares is fare, and the company should continue to be a going concern after the repurchases. In order to improve the efficiency of the protection of shareholders’ interests, we should introduce a special resolution procedure. This requires that China’s Company law should provide special decision-making rules for selective repurchase. And the court should examine whether there is abuse of shareholders’ rights in selective repurchase from the three aspects of substantive review.