Research On The Pre-emptive Rights Of Shareholders

Co., LTD, as a kind of between partnership and limited company of enterprise organization form, has the characteristics of integration and information integration, because it set up a flexible, flexible organization, has been in the economic life shows the unique charm, become the most widely used in modern commercial society type of a company. System of preemptive right of shareholders as a limited liability company of a system, while maintaining company interests integration, maintenance free and efficient flow, realize the transaction security has played a huge role. But in reality there are many problems and disputes, give full play to its function to the system has brought the huge challenge.In this paper, on the whole, divided into preface, text and conclusion three parts, including text and subdivided into four parts.The first part is the basic theory of priority right of shareholders. Article, from the perspective of the meaning, domestic and foreign related legislation, reveal the state of the company shareholders right of first refusal shall uphold the maintenance to maintain the expectation interests, or the person limited liability company, safeguard the interests of the company the old shareholders value concept, balance the interests of all parties, clarify its legal nature should be formed.The second part for the preemptive right of shareholders to exercise. In this paper, from two aspects of substantial requirements and formal requirements in this. Substantial requirements, clear of priority right of shareholders to exercise the subject should be for people of all other shareholders and regardless for or against foreign transfer, before all the exercise of objects is limited to plans to foreign transfer of equity cannot claim part of the exercise, can only be exercised and final way under the same conditions; Formal requirements, to make clear the property of the exercise period should be scheduled during and be calculated under different situation and length, the content of the notice shall include but not limited to, the relevant situations of the proposed transferee, quantity, price, performance of the method such as the main content and the legal consequences of different situation did not change to register.The third part is the special circumstances of shareholders right of first refusal. Must allow otherwise stipulated in the articles of association in our country at the same time puts forward the legislative suggestion, determine the way is put forward under the compulsory execution procedure, this paper expounds the should be applied to certain shareholders preemptive right equity donative and stock repurchase, and suitable for share repurchases.The fourth part is the improvement of the system of shareholders right of first refusal. Respectively from the aspect of value concept and legislation technology level of our country perfect the related system put forward its own proposals.Articles are generally according to ask questions, analyze and solve problems about the basic logic of this paper, the integrated use of comparative analysis, empirical analysis and other methods. In short, system of preemptive right of shareholders is a peculiar system of a limited liability company, has very important position in the equity transfer system, this study makes sense.