The Research On The "Partial Application" Of Shareholder's Pre-emptive Rights

It is still controversial in the theory field regarding to the issue that whether shareholders' pre-emptive rights can be partially exercised or not,and there is no specific provision in domestic legislation either.Shareholders' pre-emptive rights are used to guarantee the fairness of equity transfer in certain limited liability company,but if we simply treat control rights as ordinary rights,it would be difficult to effectively solve the problem of control rights' ownership.I researched the issue of the exercise of pre-emptive rights of shareholders through the perspective of control rights' ownership,which might be helpful to improve the future legislation of shareholders' pre-emptive rights.Control rights of the shareholding structure of the company occupies a dominant position,able to dominate and use of company resources,the company decided to rise and fall.Control rights play a dominant role in ownership structure within a company,is able to dominate and utilize company resources,resulting in companies' rise and fall.Scholars for private benefits of control made a lot of empirical research found high private benefits of control.Scholars conducted various empirical researches on private benefits of control rights,they found there is indeed high return of control rights.Control over the private interests of the performance of two types of non-property interests and the interests of property..Private interests of control rights have non-property interests and the interests of property.Property interests are mainly 10%-20%above premium level,non property interests has the power to control the company.The source of private benefits of control rights come from all the shareholders of the company joint efforts to maintain sustainable and profitable business.Therefore,the shareholders of a limited liability company shall have the priority of the control rights.When it comes to transferring of control rights,other shareholders of a limited liability company have difficulties to exercise the preemptive right of shareholders to the transfer full control because of the price issue.So,in involve control external transfer,if the other shareholders of a limited liability company is unable to absorb all the control right,they should be allowed to exercise the priority purchase right to the transfer partial equity,to achieve the rights and private benefits of priority own,in order to protect the interests of small shareholders,balance the interests of all the parties.In contrast,the judiciary and the legislative status of pre-emptive rights of shareholders,on the share transfer problem,only made provisions in the "Company Law" in Article 71.When it comes to the shareholder's preemptive right,the legislation has adopted an evasive attitude.Over the years,the Supreme Court issued only country in 2003,"the company on a number of issues to hear disputes provisions,the partial exercise of preemptive rights of the shareholders has been mentioned,this is a priority for shareholders part of the exercise of the right to buy the sides affirmed.Combined with the reality,when it comes to the issue of transfer of control,there is no specific provision in the partial exercise of shareholders' pre-emptive rights issues,shareholders' pre-emptive rights have become a major legislative defects.Current "Company Law" Article 71 of the pre-emptive rights of shareholders can not effectively solve the problem of control over the external transfer.When it comes to control of external transfer,if the other shareholders of a limited liability company can not afford all the equity,the other shareholders of the company should be allowed to exercise the priority purchase right to the priority to have private benefits of control.Therefore,improving the "Company Law" in the partial exercise of shareholders'pre-emptive rights legislation is imperative.I propose the concept to be first introduced in the control of the "Company Law",the control of ordinary shares to distinguish;secondly to improve the integrity of the obligations of the controlling shareholder in"Company Law",lower the credit risk of the controlling shareholder;thirdly,increase judicial interpretations applicable to distinguish "equal conditions";finally proposed explicitly the articles of association of the shareholders of priority buy the right part of the exercise of autonomy regulations,implementation of the company.To look through the above recommendations to improve the shareholder's preemption partial exercise of legislative guidelines.