All sections · Part XI: Mergers, Consolidations And Arrangements · Sub-Part V: Dissenters
210 小股东的权利
(1) Ein Mitglied einer Gesellschaft hat Anspruch auf Zahlung des Marktwertes seiner Aktien bei Abweichung von –
(a) 合并，如果该公司是一个组成公司，除非该公司是幸存的公司，并且该成员继续持有相同或类似的股份。
(b) 合并，如果该实体是一个组成实体。
(c) 任何出售、转让、租赁、交换或其他处置本公司资产或业务价值超过百分之五十的行为，如果不是在本公司的正常或常规业务过程中进行，但不包括--任何出售、转让、租赁、交换或其他处置本公司资产或业务价值超过百分之五十的行为，如果不是在本公司的正常或常规业务过程中进行
根据有管辖权的法院对该事项的命令而发出的命令；或
(i) 处置资金的条款规定，所有或基本上所有的净收益将在处置日期后一年内按照各自的利益分配给各成员。
(d) 本公司根据第207条赎回其股份；以及
(e) 协议，如果法院允许的话。
(2) 希望根据第(1)款行使其权利的成员，必须在将该行动付诸表决的股东大会之前，或在该会议上但在表决之前，向公司发出通知。
但是，如果公司没有按照本法向其发出会议通知，或者拟议的行动是在没有会议的情况下由成员书面同意批准的，则不要求成员提出反对意见。
(3) 根据第(2)款提出的反对必须包括一项声明，即如果采取该行动，该成员拟要求支付其股份。
(4) 在紧随批准该行为的股东投票日或不召开会议而获得股东书面同意的日期之后的21天内，公司应将授权或同意的书面通知发给每个提出书面反对意见或未被要求提出书面反对意见的股东，但已对拟议行为投赞成票或书面同意的股东除外。
(5) 本会被要求发出反对通知的会员，如选择反对，应在第(4)款所述的反对之日以后的21天内，向本会发出书面通知，说明他选择反对------。
(a) 他的姓名和地址。
(b) 其不同意的股份数量和类别；以及
(c) 要求支付其股份的公平价值。
而根据第203条选择退出合并的成员，在紧接着根据第203条向其发送合并计划或其概要的日期后的21天内，向公司发出书面通知，表示他决定退出合并。
(6) 弃权的成员应就其持有的所有公司股份弃权。
(7) 异议者选择的公告将使与该公告有关的成员的任何权利失效，但收取其股份市值的权利除外。
(8) 在成员可以提交选择不批准的通知的期限结束后的7天内，或在拟议行动发生后的7天内。
如果要约公司和持异议的成员在紧随要约日期之后的30天内就购买其股份的价格达成协议，则公司应在交出代表其股份的证书后向该成员支付该数额的资金。
(9) Wenn es der Gesellschaft und einem abweichenden Mitglied nicht gelingt, innerhalb der in Absatz (8) genannten Frist von 30 Tagen den zu zahlenden Preis für die im Besitz des Mitglieds befindlichen Aktien innerhalb von 21 Tagen nach Ablauf der Frist von 30 Tagen zu vereinbaren, gilt folgendes –
(a) 本公司和持不同意见的成员应各自指定一名审查员。
(b) 两名指定的审查员应共同指定一名审查员。
(c) 三位评估师应确定持异议的成员的股份在批准该行动的成员投票的前一天或在没有会议的情况下获得成员书面同意的当天的营业结束时的公平市场价值，不包括该行动或其建议直接或间接造成的任何升值或贬值，该价值在所有方面对公司和持异议的成员具有约束力；而且
(d) 公司应在股东交出代表其股份的证书时向其支付款项。
(10) 公司根据第(8)或(9)段获得的股份被取消，但如果这些股份是幸存公司的股份，它们可以重新发行。
(11) 成员根据本条强制执行其索赔，应排除该成员因其参与股份而享有的任何索赔，但本条不应排除该成员以该行为不合法为由提起诉讼要求补救的权利。
(12) 在公司根据207条赎回股份的情况下，只有第(1)和(8)至(11)款适用，在这种情况下，根据第(8)款向持异议的成员提出的书面提议应在公司根据207条赎回其股份后的7天内立即提出。
第六分节 - 妥协或协议模式
(a) 合并，如果该公司是一个组成公司，除非该公司是幸存的公司，并且该成员继续持有相同或类似的股份。
(b) 合并，如果该实体是一个组成实体。
(c) 任何出售、转让、租赁、交换或其他处置本公司资产或业务价值超过百分之五十的行为，如果不是在本公司的正常或常规业务过程中进行，但不包括--任何出售、转让、租赁、交换或其他处置本公司资产或业务价值超过百分之五十的行为，如果不是在本公司的正常或常规业务过程中进行
根据有管辖权的法院对该事项的命令而发出的命令；或
(i) 处置资金的条款规定，所有或基本上所有的净收益将在处置日期后一年内按照各自的利益分配给各成员。
(d) 本公司根据第207条赎回其股份；以及
(e) 协议，如果法院允许的话。
(2) 希望根据第(1)款行使其权利的成员，必须在将该行动付诸表决的股东大会之前，或在该会议上但在表决之前，向公司发出通知。
但是，如果公司没有按照本法向其发出会议通知，或者拟议的行动是在没有会议的情况下由成员书面同意批准的，则不要求成员提出反对意见。
(3) 根据第(2)款提出的反对必须包括一项声明，即如果采取该行动，该成员拟要求支付其股份。
(4) 在紧随批准该行为的股东投票日或不召开会议而获得股东书面同意的日期之后的21天内，公司应将授权或同意的书面通知发给每个提出书面反对意见或未被要求提出书面反对意见的股东，但已对拟议行为投赞成票或书面同意的股东除外。
(5) 本会被要求发出反对通知的会员，如选择反对，应在第(4)款所述的反对之日以后的21天内，向本会发出书面通知，说明他选择反对------。
(a) 他的姓名和地址。
(b) 其不同意的股份数量和类别；以及
(c) 要求支付其股份的公平价值。
而根据第203条选择退出合并的成员，在紧接着根据第203条向其发送合并计划或其概要的日期后的21天内，向公司发出书面通知，表示他决定退出合并。
(6) 弃权的成员应就其持有的所有公司股份弃权。
(7) 异议者选择的公告将使与该公告有关的成员的任何权利失效，但收取其股份市值的权利除外。
(8) 在成员可以提交选择不批准的通知的期限结束后的7天内，或在拟议行动发生后的7天内。
如果要约公司和持异议的成员在紧随要约日期之后的30天内就购买其股份的价格达成协议，则公司应在交出代表其股份的证书后向该成员支付该数额的资金。
(9) Wenn es der Gesellschaft und einem abweichenden Mitglied nicht gelingt, innerhalb der in Absatz (8) genannten Frist von 30 Tagen den zu zahlenden Preis für die im Besitz des Mitglieds befindlichen Aktien innerhalb von 21 Tagen nach Ablauf der Frist von 30 Tagen zu vereinbaren, gilt folgendes –
(a) 本公司和持不同意见的成员应各自指定一名审查员。
(b) 两名指定的审查员应共同指定一名审查员。
(c) 三位评估师应确定持异议的成员的股份在批准该行动的成员投票的前一天或在没有会议的情况下获得成员书面同意的当天的营业结束时的公平市场价值，不包括该行动或其建议直接或间接造成的任何升值或贬值，该价值在所有方面对公司和持异议的成员具有约束力；而且
(d) 公司应在股东交出代表其股份的证书时向其支付款项。
(10) 公司根据第(8)或(9)段获得的股份被取消，但如果这些股份是幸存公司的股份，它们可以重新发行。
(11) 成员根据本条强制执行其索赔，应排除该成员因其参与股份而享有的任何索赔，但本条不应排除该成员以该行为不合法为由提起诉讼要求补救的权利。
(12) 在公司根据207条赎回股份的情况下，只有第(1)和(8)至(11)款适用，在这种情况下，根据第(8)款向持异议的成员提出的书面提议应在公司根据207条赎回其股份后的7天内立即提出。
第六分节 - 妥协或协议模式
Translation for information only. Only the English original is legally binding.
Original wording (English, legally binding): Rights of dissenters
(1) A member of a company is entitled to payment of the fair value of his
shares upon dissenting from —
(a) a merger, if the company is a constituent company, unless the
company is the surviving company and the member continues
to hold the same or similar shares;
(b) a consolidation, if the company is a constituent company;
(c) any sale, transfer, lease, exchange or other disposition of more
than fifty per cent in value of the assets or business of the
company, if not made in the usual or regular course of the
business carried on by the company, but not including —
(i) a disposition pursuant to an order of the Court having
jurisdiction in the matter; or
(ii) a disposition for money on terms requiring all or
substantially all net proceeds to be distributed to the
members in accordance with their respective interests
within one year after the date of disposition;
(d) a redemption of his shares by the company pursuant to section 207; and
(e) an arrangement, if permitted by the Court.
(2) A member who desires to exercise his entitlement under subsection (1)
shall give to the company, before the meeting of members at which the
action is submitted to a vote, or at the meeting but before the vote, written
objection to the action; but an objection is not required from a member to
whom the company did not give notice of the meeting in accordance with
this Act or where the proposed action is authorised by written consent of
members without a meeting.
(3) An objection under subsection (2) shall include a statement that the
member proposes to demand payment for his shares if the action is taken.
(4) Within 21 days immediately following the date on which the vote of
members authorising the action is taken, or the date on which written
consent of members without a meeting is obtained, the company shall
give written notice of the authorisation or consent to each member who
gave written objection or from whom written objection was not required,
except those members who voted for, or consented in writing to, the
proposed action.
(5) A member to whom the company was required to give notice who elects
to dissent shall, within 21 days immediately following the date on which
the notice referred to in subsection (4) is given, give to the company a
written notice of his decision to elect to dissent, stating —
(a) his name and address;
(b) the number and classes of shares in respect of which he dissents;
and
(c) a demand for payment of the fair value of his shares,
and a member who elects to dissent from a merger under section 203 shall
give to the company a written notice of his decision to elect to dissent
within 21 days immediately following the date on which the copy of the
plan of merger or an outline thereof is given to him in accordance with
section 203.
(6) A member who dissents shall do so in respect of all shares that he holds
in the company.
(7) Upon the giving of a notice of election to dissent, the member to whom
the notice relates ceases to have any of the rights of a member except the
right to be paid the fair value of his shares.
(8) Within 7 days immediately following the date of the expiration of the
period within which members may give their notices of election to
dissent, or within 7 days immediately following the date on which the
proposed action is put into effect, whichever is later, the company or, in
the case of a merger or consolidation, the surviving company or the
consolidated company, shall make a written offer to each dissenting
member to purchase his shares at a specified price that the company
determines to be their fair value; and if, within 30 days immediately
following the date on which the offer is made, the company making the
offer and the dissenting member agree upon the price to be paid for his
shares, the company shall pay to the member the amount in money upon
the surrender of the certificates representing his shares.
(9) If the company and a dissenting member fail, within the period of 30 days
referred to in subsection (8), to agree on the price to be paid for the shares
owned by the member, within 21 days immediately following the date on
which the period of 30 days expires, the following shall apply —
(a) the company and the dissenting member shall each designate
an appraiser;
(b) the two designated appraisers together shall designate an
appraiser;
(c) the three appraisers shall fix the fair value of the shares owned
by the dissenting member as of the close of business on the day
prior to the date on which the vote of members authorising the
action was taken or the date on which written consent of
members without a meeting was obtained, excluding any
appreciation or depreciation directly or indirectly induced by
the action or its proposal, and that value is binding on the
company and the dissenting member for all purposes; and
(d) the company shall pay to the member the amount in money
upon the surrender by him of the certificates representing his
shares.
(10) Shares acquired by the company pursuant to subsection (8) or (9) shall
be cancelled but if the shares are shares of a surviving company, they
shall be available for reissue.
(11) The enforcement by a member of his entitlement under this section
excludes the enforcement by the member of a right to which he might
otherwise be entitled by virtue of his holding shares, except that this
section does not exclude the right of the member to institute proceedings
to obtain relief on the ground that the action is illegal.
(12) Only subsections (1) and (8) to (11) shall apply in the case of a
redemption of shares by a company pursuant to the provisions of section 207 and in such case the written offer to be made to the dissenting
member pursuant to subsection (8) shall be made within 7 days
immediately following the direction given to a company pursuant to
section 207 to redeem its shares.
shares upon dissenting from —
(a) a merger, if the company is a constituent company, unless the
company is the surviving company and the member continues
to hold the same or similar shares;
(b) a consolidation, if the company is a constituent company;
(c) any sale, transfer, lease, exchange or other disposition of more
than fifty per cent in value of the assets or business of the
company, if not made in the usual or regular course of the
business carried on by the company, but not including —
(i) a disposition pursuant to an order of the Court having
jurisdiction in the matter; or
(ii) a disposition for money on terms requiring all or
substantially all net proceeds to be distributed to the
members in accordance with their respective interests
within one year after the date of disposition;
(d) a redemption of his shares by the company pursuant to section 207; and
(e) an arrangement, if permitted by the Court.
(2) A member who desires to exercise his entitlement under subsection (1)
shall give to the company, before the meeting of members at which the
action is submitted to a vote, or at the meeting but before the vote, written
objection to the action; but an objection is not required from a member to
whom the company did not give notice of the meeting in accordance with
this Act or where the proposed action is authorised by written consent of
members without a meeting.
(3) An objection under subsection (2) shall include a statement that the
member proposes to demand payment for his shares if the action is taken.
(4) Within 21 days immediately following the date on which the vote of
members authorising the action is taken, or the date on which written
consent of members without a meeting is obtained, the company shall
give written notice of the authorisation or consent to each member who
gave written objection or from whom written objection was not required,
except those members who voted for, or consented in writing to, the
proposed action.
(5) A member to whom the company was required to give notice who elects
to dissent shall, within 21 days immediately following the date on which
the notice referred to in subsection (4) is given, give to the company a
written notice of his decision to elect to dissent, stating —
(a) his name and address;
(b) the number and classes of shares in respect of which he dissents;
and
(c) a demand for payment of the fair value of his shares,
and a member who elects to dissent from a merger under section 203 shall
give to the company a written notice of his decision to elect to dissent
within 21 days immediately following the date on which the copy of the
plan of merger or an outline thereof is given to him in accordance with
section 203.
(6) A member who dissents shall do so in respect of all shares that he holds
in the company.
(7) Upon the giving of a notice of election to dissent, the member to whom
the notice relates ceases to have any of the rights of a member except the
right to be paid the fair value of his shares.
(8) Within 7 days immediately following the date of the expiration of the
period within which members may give their notices of election to
dissent, or within 7 days immediately following the date on which the
proposed action is put into effect, whichever is later, the company or, in
the case of a merger or consolidation, the surviving company or the
consolidated company, shall make a written offer to each dissenting
member to purchase his shares at a specified price that the company
determines to be their fair value; and if, within 30 days immediately
following the date on which the offer is made, the company making the
offer and the dissenting member agree upon the price to be paid for his
shares, the company shall pay to the member the amount in money upon
the surrender of the certificates representing his shares.
(9) If the company and a dissenting member fail, within the period of 30 days
referred to in subsection (8), to agree on the price to be paid for the shares
owned by the member, within 21 days immediately following the date on
which the period of 30 days expires, the following shall apply —
(a) the company and the dissenting member shall each designate
an appraiser;
(b) the two designated appraisers together shall designate an
appraiser;
(c) the three appraisers shall fix the fair value of the shares owned
by the dissenting member as of the close of business on the day
prior to the date on which the vote of members authorising the
action was taken or the date on which written consent of
members without a meeting was obtained, excluding any
appreciation or depreciation directly or indirectly induced by
the action or its proposal, and that value is binding on the
company and the dissenting member for all purposes; and
(d) the company shall pay to the member the amount in money
upon the surrender by him of the certificates representing his
shares.
(10) Shares acquired by the company pursuant to subsection (8) or (9) shall
be cancelled but if the shares are shares of a surviving company, they
shall be available for reissue.
(11) The enforcement by a member of his entitlement under this section
excludes the enforcement by the member of a right to which he might
otherwise be entitled by virtue of his holding shares, except that this
section does not exclude the right of the member to institute proceedings
to obtain relief on the ground that the action is illegal.
(12) Only subsections (1) and (8) to (11) shall apply in the case of a
redemption of shares by a company pursuant to the provisions of section 207 and in such case the written offer to be made to the dissenting
member pursuant to subsection (8) shall be made within 7 days
immediately following the direction given to a company pursuant to
section 207 to redeem its shares.
