A Limited Liability Company Shareholders Preemptive Right Law Studies

The paper discusses the outstanding issues the shareholders meet whenthey exercise the pre-emptive right through introducing basic theory andcurrent legislation about the pre-emptive right of shareholders in a LimitedLiability Company. It includes essential requirement and form conditions ofthe pre-emptive right, the time limitation of exercising the pre-emptive rightas well as the effectiveness of the equity transfer agreement. Among of those，the point is the essential requirement which is also called "the sameconditions" consisting of content and the standard of the judgment, etc. Thetime exercising pre-emptive right, the internal and external effectiveness ofequity transfer agreement, and the relationship with good faith acquisition arealso included. Finally, the article puts forward the suggestion to theseproblems.The first part mainly introduces the basic connotation of the pre-emptive rightof shareholders, and presents some ideas on the definition of the concept.Then, it states every aspect of properties of the pre-emptive right ofshareholders so as to achieve a deep understanding about the right. All ofthose lay a theory basis for the following problems. Finally it gives valueevaluation at the right system from macroscopic perspective.The second part analysizes the subject, object preemptive right,exercising elements and time limit of the pre-emptive right of shareholdersfrom the right Angle. Then it confirms the content, puts forward the existingproblems and the way to make up for it.The third part puts emphasis on the legal effect of shareholderspreferential buy right. It includes the interior validity to the other shareholdersof the company, the exterior validity to non-shareholders and the influence onequity transfer agreement. This part also discusses whether it is the good faithacquisition when shareholders abusing the preemptive right. The fourth part is the summary and distillation. It is a summary of thesolutions proposed before. The author then offer some opinions in protectingshareholders’ rights and improving the ability of plaintiffs to bring lawsuits forshareholders.