The Special Terms Of The Shareholders’Preemption In The Association Of The Company

With the deepening of the market economy, transactions continue to increase, frequent transfer of shares, the shareholders’ right of first refusal to play an increasingly important role in commercial transactions. Pre-emptive rights of shareholders is one of the shareholders’ rights established by the "Company Law" is a concrete manifestation of civil law on the right of first refusal on the Commercial. The purpose of creation of the shareholders’ right to maintain limited liability company co-author of balance the transfer of shareholder pre-emptive rights of shareholders and the transferee of the interests of the third person to ensure the stable development of economy.But the "Company Law" left a lot of space here, which caused many problems can not be a legal basis to resolve the shareholders’ right of first refusal in reality can not be effectively exercised in the actual dispute, which requires that we should other regulatory documents to shareholders pre-emptive regulation. Autonomy Law, the nature of the company articles of association, articles of association to the effectiveness of the Autonomy Law, the shareholders’ pre-emptive special provisions not contrary to the premise of the Company Law, the current legal norms of shareholders’ pre-emptive rights is still inadequate. Special provisions of the Articles of Association, to maintain shareholders’ right to be regarded as a more effective and efficient manner, but because of the wide diversity of companies, resulting in the uneven quality of the articles of association specification, which requires, in theory, give some principled suggestions. The combination of company autonomy to eventually develop a reasonable and effective for the special terms of the shareholders’ preemptive rights, the shareholders the right to be able to play its due role in practice, to maintain the company’s normal operations and the legitimate rights and interests of the shareholders.The paper is divided into three parts, first part discusses the nature and effectiveness of the company’s articles of association, clear the nature of the Articles of Association of Autonomy and the binding effect, and then analyzes the connotation of the shareholders’ pre-emptive rights and legislative significance on shareholders priority purchase rights for an important position and role, in practice, on the basis of analysis of the association between the two, demonstrated the effectiveness of the company’s articles of association on the protection of shareholders’ preemptive rights, and to lay a theoretical basis for this article. The second part, mainly through theoretical analysis and practical specification of the problems of the common articles of association in practice special terms on the right of first refusal specification, including the right of first refusal main problems, period problems, the same conditions and abuse of the rights accountable. Finally, multi-dimensional analysis of the integrated use of jurisprudence, Commercial Law, Empirical Analysis of Law to address the problem rationalization guidance recommends that the regulation of special terms of the Articles of Association of the preemptive rights of shareholders is more scientific.