Right Of First Refusal In Limited Liablity Corporation

Shareholder’s right of first refusal is the hot point in commercial law, and is also can not be ignored in the traditional civil law theory. But in light of theoretical principles of commercial law has its particularity, we are considering the establishment of the company law within the framework of the system of right to also need to comply with its principles and requirements of commercial law. Business is about efficiency, about the cost savings,regardless of company size, the pursuit of profit is forever, therefore, we need to try to improve the system of shareholder’s right of first refusal function, realize the value of it.In this paper, a total of four parts except introduction and conclusion, content is summarized as follows:The first part is basic theory of shareholders right of first refusal system in closed corporation. This paper introduces the basic system of shareholder’s right of first refusal,selected the shareholder’s right of first refusal in the United States and Taiwan, mainly analyzes the scope of America’s right of first refusal system and its functions, such as prevent dilution, prevent shareholders withdrawal and so on. By comparing with the right of first refusal system in our country, the author try to differ the Right of First Refusal from shareholder’s preemptive right, in order to clear the scope of this article.The second part is shareholders right of first refusal system design reasons and its internal logic. Firstly in this charter, the author introduces the design system of shareholder’s right of first refusal reason to exist, mainly elaborated the maintenance company closed, based on the nature of the contract, to prevent the collapse of negotiations,reduce agency cost, inhibit the exit right of shareholders, and other important reason; Then on this basis, respectively, from the perspective of theory and practice, adopt the case analysis method, economic analysis methods as analysis tools, expounds the inherent logic of shareholder’s right of first refusal system in our country.The third part is exercise conditions of the right of first refusal in closed corporation.This chapter describes first refusal exercise elements from four aspects, include the eligibility subject, meet the same conditions, to fulfill its obligations, the equity transferagreement notice four points. This chapter deals with the problems mainly include:shareholder qualification validation rules; equity transfer when the company will be involved in the purchase. In these problems, some have been produced for a long time, and always been the focus of the debate, some are obtained in comparison with the foreign legal system on the basis of the preliminary exploration.The fourth part is the exercise effectiveness of the right of first refusal. This chapter discusses the effectiveness of the right of first refusal to exercise, has made preliminary exploration of the effectiveness of shareholders’ right of first refusal in close corporation charter, in order to obtain innovative.