公司在现代经济发展中充当着重要的角色,商事主体为了追求利益的最大化,科学地整合资本成为必要途径.日常的经济活动中,公司的合并与分立经常出现,例如,受全球金融危机的影响,一些抗风险能力较小的公司可能会被实力强的大公司合并,中小股东的利益很难得到保障.反对股东的回购请求权制度就是针对这一难题而设计的,但无论在其立论依据和实践操作上都有很多问题值得研究,本文就此做了简要的分析. Corporations play an important role in the development of modern economy. In order to maximize profits, commercial entities become a necessary way to integrate capital scientifically. In the daily economic activities, the merger and division of the companies often occur. For example, due to the global financial crisis Influence, some companies with less risk-resistance ability may be merged by powerful large-sized companies, and the interests of minority shareholders are hard to be guaranteed. The system of repurchase claims against shareholders is designed to solve this problem. However, There are many problems on the basis of the argument and the practical operation, which is worth to be studied. This article does a brief analysis on this issue.