Research On The Equal Conditions Of The Shareholders’ Preemptive Right Of Purchase

The system of shareholder’s preemption is important for the limited liability company when shareholders transfer their shares outside. The equity transfer contains two types:the equity agreement and the non-contract equity transfer. Shareholders shall have the preemptive purchase right under "the equal conditions"The transfer of equity agreement contains two kinds of situation:the equity purchase agreement and the equity grant contract. In the equity purchase agreement, which is the typical mode of limited company’s external equity transfer, the reference system of the equal terms should be the transfer conditions proposed by the transfer shareholders.These conditions shall be contained of "the equal conditions", which have an influence on the vital benefits of the equity transfer, and which can be fulfilled by the shareholders who shall have the preemptive right of purchase and the third one outside no matter whether being going to impact the substantial benefits. These terms may not be placed in "the equal terms" as they do not affect the vital interests or be fulfilled by the shareholders enjoying the preemptive rights.In the legal relationship of no-contract equity transfer, the author took the compulsive execution of share ownership as the focus, through specific studies on two types of value-realizing of compulsive execution, obtained the judge rules of "the equal terms" under the auction as follows:Without taking part in the auction, these shareholders exercise their preemptive rights of purchase at the final highest bid price before the auctioneer dropping the hammer. In the sale, the shareholders shall exercise the priority right of purchasing the equity at the price, which is offered by the executing court and evaluated by a legally registered appraisal institution.