On The Accounting Of Shareholder Right Of Preemption

China's "Company Law" provides a limited liability company's shareholders pre-emptive rights regime. Article on this system, basic values, meaning, elaborated, and further explained in the pre-emptive rights of shareholders to exercise in the process of conflict of laws to try to find a settlement, and proposed legislative outlook. In addition to introductory and concluding remarks outside the paper is divided into four parts.The first part, explained the significance of this system:It is conducive to resolving shareholder disputes, highlighting the risks to prevent the shareholders, saving transaction costs and help realize the company's shareholders have control. Even if a country's company law does not provide for pre-emptive rights of shareholders, it does not indicate that the national legislation of the denial of pre-emptive rights of shareholders. Generally speaking, often leave the company charter, internal regulations or the agreement between the shareholders agreement is set in its own right of first refusal. China's legislation, it ought to be limited liability company goal is to maintain the reasonable expectations of shareholders and limited liability company owned jointly and co-author of coordination.The second part, described the exercise of preemptive rights of shareholders must meet the corresponding conditions:one, shareholders, the transfer of funding to a third person; 2, is required to exercise the same conditions, including price conditions and payment conditions, but how to determine the same conditions, when determined the same conditions, the judicial practice has become a problem. In this paper, the determination of the same conditions described in detail. Can part of the exercise of pre-emptive rights for shareholders, "Company Law" has not provided for. Although the "Company Law" does not expressly prohibit the shareholders can not be part of the exercise of the right of first refusal, but not provided for in the matter can not be a "law does not prohibit the free" interpretation of the rules, whether part of the exercise of the right of first refusal, should depend on the transfer of funded shareholders. Another pre-emptive rights of shareholders of the exclusive rights belonging to other shareholders with a certain degree of personal attachment nature, generally do not allow the transfer. However, allowing shareholders a priority assignment reflects the value of fairness and justice of law.The third part discusses the process of the shareholders pre-emptive exercise of the many that exist in the conflict of laws, such as limited liability company to become shareholders in a civil action Beizhihangren its equity by the court according to law enforcement, other shareholders will exercise the right of first refusal may encounter legal obstacles; in the enterprise state-owned equity transfer issue, the SASAC and the Ministry of Finance, the "Interim Procedures" clearly ignored the rights of non-state shareholders, will be its state-owned equity transfer agreement with the pre-emption right to be completely ruled out, and and thus with the "Company Law" there exists an obvious conflict; in succession to achieve equity in line with the provisions of the law of succession, but the heirs can directly access to equity through the exercise of right of inheritance, but also belong to adjust the scope of inheritance. Joint-stock limited liability company owned jointly because of their characteristics, their stake in succession without any problems. The limited liability company because both co-authored and co-financed features, if the heirs of course, I am afraid that is contrary to equity to obtain limited liability company co-author of the properties. However, if the heirs are not allowed to obtain shares through the exercise of right of inheritance, but also a violation of the provisions of inheritance law, a violation of citizen's inheritance rights. China's existing Company Law have yet to be clear on this to make a reasonable settlement provisions, inheritance laws and judicial interpretations issued earlier because it did not address the provisions of this problem. For the auction, enforcement, transfer of state-owned equity stake in the issue of succession in the pre-emptive exercise carried out a detailed and made dependent solution.The fourth section, the legislative outlook. For now, China's theoretical circles of the study compared the lack of pre-emptive rights of shareholders, articles about China's pre-emptive rights of shareholders must complete the legislative recommendations: 1, to the transfer of the shares to the Constitution provides for the principle to increase the principle of reasonable limits, clearly do not agree to the shareholders conditions of purchase, give full play to the right of consent to the transfer of shares limit capability.2, through judicial interpretation of a clear pre-emptive exercise of the specific content of the same conditions. The addition of reasonable restrictions on the principle of price as the center, limited liability company under the same conditions the transfer of shares should be interpreted based on the content and the transfer of shares in favor of shareholders to be the full realization of the principle of equity, license transfers on their own choice, including transfer pricing, payment, the payment period.The innovation of this article may be reflected in:This paper describes the exercise of the shareholder's pre-emptive conflict of laws encountered in the process solution. Enforcement of the auction for the stake, for the protection of shareholders rights of pre-emption and the bidder, it is recommended to determine the same conditions, considering the flaws in the auction before the Bidders inform and consult the wishes of other shareholders the price, then the auction, when the above this price, loss of pre-emptive right to receive shares from the Bidders, if less than this price, by the pre-emptive rights of people to obtain the shares.