Shareholders' Pre-emptive Rights Of A Limited Liability Company Legal Problems Of

As a reflection of preemptive right of civil law on the company law, the shareholders'preemptive right to purchase the shares to be transferred plays a balanced role in the character of personal joint and capitals joint of the limited liability company. Although the revised company law of our country has improved the shareholders'right of preemption system, there still exist mangy problems in the application. This paper analyzes and discusses the problems arising from the exercise of shareholders'preemptive right which are common in the practice of company law, and it is divided into four chapters:The first chapter introduces the concept of shareholders'right of preemption and related domestic and foreign legislation, analyzes its legal nature, legal basis and system function, particularly points out that shareholders'preemptive right is a right of formation rather than a conditional right of formation.The second chapter probes the exercising rules of shareholders'preemptive rights, including subject rules, the prepositional procedure rules, substantive rules and limitation rules, and also puts forwards some suggestions in order to perfect the provisions of the current company law.The third chapter, combined with some cases in practice, discusses the legal protection of shareholders'preemptive right, especially analysis the effectiveness of the contract in two circumstances and the problem of the protection of a third person with the exercising of the shareholders'preemptive right.The fourth chapter focuses on the exercising problem of shareholders'preemptive right in the auction procedure, pointing out the confliction between the rules of shareholders'preemptive right and the principles of auction, and putting forward some feasible solution on the comparison of several methods.