The Study Of Shareholders’ Preemptive Right Of A Limited Liability Company

Preemptive right is one of the priorities in the field of civil law, the tie species on the logic relations. And shareholders preemptive right is the right centralism manifests in the equity transfer in the company. Law stipulates the various types of priority in our country, but not on the clear and unified definition. Because the connotation and denotation of preemptive right understanding is differ, academic circles to the definition of the right to have a variety of different views. Together, we can define pre-emption rights as the main body in the right, in accordance with the provisions of the contract or the law, and enjoy the property owner transfer some of its property, with its legal identity, in the same case with others or agreed preferential access to the property rights. And by different research Angle of ? of priority right of shareholders.Based on between the shareholders pre-emption and countless other systems(such as registered capital system) links, as well as pre-emptive rights of shareholders have not improved the situation, to respect the exercise of shareholders’ pre-emptive rights conditions, subjects, etc. were studied. In addition to the first chapter, the thesis is divided into five parts.Thefirst part is the basic theory of pre-emptive rights of shareholders. From the start the concept of pre-emptive rights, the definition of pre-emptive rights of shareholders of a limited liability company defines and analyzes the constituent elements of the right, with practice, that "the same conditions" should be integrated both quantity and price. Meanwhile, in view of the legal nature of the theory formed the shareholders pre-emptive rights will be of critical assessment, and is considered both the nature of the formation of the right and look right. Thereafter, a brief analysis of the shareholders’ pre-emptive rights of the legislative purpose.The second part of the main pre-emptive rights of shareholders. Through case studies of ways, according to the theory of judicial practice problems propose solutions. In view of the registered capital subscribed system currently implemented, this part analysis to Purchase "real investors" and defective contribution shareholders. At the same time, by Fosun SOHO China share transfer dispute and analysis, I think, for the overall equity transfer, the other subsidiaries of the parent company’s shareholders equity is transferred to a subsidiary of right of first refusal.The third part also through case studies, subject to the exercise of the duty of disclosure and manner of pre-emptive rights of people to exercise their rights intention deadlines exercise pre-emptive rights of shareholders to discuss the elements.The fourth part is the special study of the shareholders pre-emptive rights. The parts are still proceed from the case studies, the effectiveness of violations priority shareholder equity transfer agreement, the shares acquired in good faith with the pre-emptive rights of confrontation and partial exercise of shareholders’ pre-emptive rights can, transfer of right of first refusal when people could claim the rights of shareholders to terminate equity transfer research. Through analysis, we believe that pre-emptive rights violations shareholders equity transfer agreement does not ipso facto invalid or valid, while the applicability of the equity acquired in good faith is very small, the law in principle, should be allowed to exercise pre-emptive rights of shareholders section, but should be allowed to transfer shareholders at any time terminate the share transfer.The fifth part of the shareholders pre-emptive rights protection and improvement. The basis of the previous text analysis, this part of the "consent" and "pre-emption" is to reset the system right, exercisable for a period of clear rights and improve the "equal conditions" to determine other aspects of reflection, and the proceedings take precedence the right to buy a series of questions put forward solutions.