Analysis On Preference Right Of Shareholders Of Limited Liability Company

The independent value of the limited liability company shareholder ’s priority purchase is that it can meet the expectation of the excess return of the investment. The maintenance of the order structure and the discovery of the transfer price is just an occasional spillover effect. Transaction cost and information balance can not destroy the basis of the existing value of the priority purchase right. The default mode of the legislation is not superior to the current legislation. Under the condition of compulsory execution, the right to purchase the right of preemption is consistent in the legislative logic. According to the principle of conflict resolution in legal effect, the price determination method of transferring equity should be based on the evaluation, and it is not in conflict with the auction law. Shareholders of limited liability company shareholders to transfer should comply with the notification procedures and other shareholders in the same conditions who enjoy to preemptive rights did not constitute a cause "dual restrictions on the transfer of shares to the transfer of equity." Prior to the purchase of the majority of shareholders to make up for the current external transfer of the majority of the drawbacks of the procedures. The same conditions in accordance with the contract law and its interpretation can be reasonably determined. Transfer of equity premium in accordance with the case to determine whether there is a malicious evasion. On the basis of the determination of the same conditions, the shareholders’ right to purchase the priority of purchase does not appear in the application of substantive defects.This paper points five chapters:The first chapter points out the background and significance of the topic, and makes a simple evaluation of the previous research.In the second chapter, using normative analysis and economic analysis method on shareholders preemptive right value; refuting the viewpoint that the legal default that shareholders agreement has preferential buy right is better than the current legislation; enforcing ownership preemptive rights exist the legislative value, enforced equity prices determined way, relevant laws and judicial interpretations of whether the provisions conflict with the auction law are discussed.The third chapter mainly discusses the current legislation on the transfer of the limited liability company from the perspective of comparative law and the structure of the agreement and the right of preemption.In the fourth chapter, the paper explains the same conditions and the core of the "condition" of the shareholder’s right of preemption by using the legal method, and puts forward the views on the controversial issues that have occurred on the basis of the explanation.The fifth chapter puts forward the conclusion of this paper.