Shareholders’ Pre-emptive Rights Regime Applicable Research

In a limited liability company, there is an important system, that is, the shareholders pre-emptive rights regime that is the concrete application of pre-emptive rights on the system of civil law in the field of corporate law. Given the limited liability company owned both co-and adhesion characteristics, it must be limited to the purchase and sale of equity practice, in order to maintain the trust and cooperative relations when special shareholder limited liability company joined the company as well as the original business model; under and not contrary to the provisions of the Companies Act relating to a limited liability company under the premise of guaranteeing the free transfer of shares can be effectively achieved. Therefore, the applicable shareholders’ pre-emptive rights regime should be able to achieve a limited liability company co-author and co-funded the balance of nature, to give full play to the social and economic value of the limited liability company. Given China’s "Company Law" provisions of the shareholders’pre-emptive rights regime is still not perfect, therefore, necessary for the shareholders pre-emptive rights regime theoretically depth research. This paper makes full use of corporate law theory, and the general principles of civil law relating to pre-emptive rights on the system, combined with domestic and foreign advanced legislative experience of China’s "Company Law" in the shareholders’ pre-emptive rights regime in-depth analysis of the shareholders preferential purchase subject and object scope of the right, exercise and relief given to the theory and practice focuses on issues and put forward their own views.This paper mainly carried out in the following four aspects:The first part, on the basis of the legal nature and scope of the shareholders pre-emptive rights jurisprudence accordingly exposition. The second part of the exercise of the shareholders’pre-emptive rights regime were discussed, specifically including the right of first refusal to exercise the body, conditions and deadlines. The third part of the core of this paper summarizes the relevant legal issues and relief ways to exercise pre-emptive rights of shareholders involved in the system, in addition, the author of the contemporary company shareholders pre-emptive rights regime that may exist in the actual use issues summarized and explained, and according to statements of foreign advanced experience and our scholars, combining the characteristics of China’s current economic development to give their views and thinking. The fourth part is a summary of the thesis as a whole and prospects, as well as the future direction of learning and hard work.