On The Pre-emptive Right Of Shareholders In The Limited Liability Company

The Limited Liability Company has been accepted all over the world since it was born in German in1892, which is regarded as a pioneering invention combining capital joining and human joining. While, limited liability company should not only respect and protect its nature called "human joining", but also ensure the shareholders can quit the company by transfer of shares, between which the law must keep its balance. Consequently, the institution of pre-emptive right as one of the methods to limit the transfer of shares must be designed considering both interests of the shareholders who want to transfer and the others. At present, we design the institution according to this principle roughly. However, because of the shortages and the local differences of our legislations, there exist different perspectives and different sentences in theory and practice when it comes to these problems including the effect of the contract of share transfer,"equal conditions". These problems relate to not only the nature of the pre-emptive right, but we haven’t solve them in company law yet.Accordingly, this thesis are going to research on these problems, divided to four chapters.Chapter one is about the concept, the legal basis, the nature and the application scope of the pre-emptive right of shareholders, and positions it’s function as balancing the interests of the transferring shareholders and the other ones.Chapter two teases the institutions of the pre-emptive right of shareholders in two main legal systems, summaries both same and different points of them, searches the established experiences for China.Chapter three discusses recent cases from the perspective of the problems in our juridical practice, and according to the established experiences mentioned in chapter two,"equal conditions","deadline to exercise", procedure of enforcement and exercising rules of the pre-emptive right of shareholders in terms of the state-owned shares.Chapter four reconstitutes the system of the pre-emptive right of shareholders in The Limited Liability Companies with the balance of the interests of the transferring shareholders and the other ones and the easing of the institutions as standard.