Limited Liability Company's Shareholders' Pre-emptive Research

Along with constantly deepening of market economy , the shares transfer of the limited liability company transfer is more universal and frequently , and the dispute at the same time giving rise to also grows in number increasingly to the various resource distributions of further marketilizations , how to exercise shareholder's purchase preference moves towards to be the problem commonly in transfers , urgently needs to as for scheme carried on the rationally and thoroughly inquiring into , in order to seek relatively the reasonable settlement scheme . This text is regarded the shareholder's purchase preference as the key thesis, and the basic content includes following several parts except preface and conclusion :First chapter, the most before all others to there comes to the definition of the conception and the character which belongs to the shareholder's purchase preference , it was thought that the shareholder' s purchase preference have the quality of legal .prescription which was one kind of quality of anticipate and conditionally form. Having inquired into shareholder's preferentially theory foundation and design philosophy of purchase power afterwards , and has thought that its legal principle foundation depends on esteemed reasonable limited company of the expectation and maintenance management model of limited company , keeps limited company "person's closing nature " and protects old shareholder's rights and interests , hence the system should be abided by the principle in the design "the autonomy gives first place to and forces into the assistance " and " the interest keeps balance" and "reduces the business cost " .The second chapter inquires into the main body and law render of shareholder's purchase preference, thinks the shareholder's purchasepreference is other shareholders excepts other prepared transferring shareholders. But it should use the system experience of appointed person with purchase preference .The render of shareholder' s purchase preference to prepared transferring shareholders , prepared transferring shareholders person with purchase preference and the third person which thought that prepared transferring shareholders have the duty of informing and unrecalling transfers and with no factors and allotted time if the appointed person with purchase preference uses its right. The meaning of unrecalling the exercised purchase preference is that, when encroaching on the shareholder' s purchase preference, the render of transferring of the shares divided into contract of no avail or contract concelled which depends on different situations.Third chapter, the preferentially condition exercising of shareholder' s purchase preference , including the substance condition and the prescription of important document and guaranty important document reaches to prohibit the important document has been inquired into , thinks to exercise shareholder' s purchase preference equally condition which firmly believes should with price equal the condition gives first place to wants the content , shareholder' s purchase preference exercises possessing prescription, should reasonably firmly believe that its is exercised allotted time , and the right loses efficacy the feeling shape . Then at the same time has still inquired into in the administration of justice practice shareholder's preferentially its program problem telling of purchase power , if how shareholder preferentially it lawsuit , telling of purchase power firmly believes and how the lawsuit requirement is defined , thinks its interested that when telling should give consideration to many things each side of the shareholder of people' s court meets shareholder' s purchase preference , uses reducing the lawsuit cost and reduces partys' burdens ofprosecuting model , realized administration of justice fair and efficiency .Four categories has been inquired into the problem of shareholder' spurchase preference under the special scene , considers that shareholder partly exercises the premise of shareholder' s purchase preference and depends on hindering burst realizing of share transfer harmlessly .In inheriting and bequeathing , except the rules have regulation , the heir should gain shareholder qualification in addition;Except the rules have the regulation in addition , the spouse of divorce shareholder should not directly gain shareholder qualification when mans and wives have burst power to be cut apart altogether;Complying with forcing the executive shares transfer in the court of justice, and should fully embodied the meaning autonomy principle , and defines reasonable transfer price so that shareholder exercises purchase preference;The company rules stipulated the render that as for shareholder purchase preference is fixed are deserved to respects but are not got rid of the administration of justice which according to the fixed standard checks , as well as handled circumstances of more than two shareholders to exercise the purchase preference.