In The Theory Of Equity Transfer Preferential Buy Right

Equity priority purchase right is an important system in the law system of share transfer in contemporary company, is an important application of the priority system in the civil law on company law. The system establishes the purpose of restricting shareholders of limited liability company external equity transfer, so as to maintain a limited liability company, reasonable expectations of shareholders protection, reduce the company's transaction cost. The effective operation of the system can be in a people, between the other shareholders and external third people reach the balance of benefits, is of great theoretical and practical significance.This paper is divided into four parts, the first part of the introduction of equity related issues from Shanghai the Bund imperial estate case of purchase priority, Shanghai the Bund imperial estate case seems to be the land of the dispute, but in reality is the priority purchase right whether Fosun companies should ensure the, if so whether it should be to ensure the problem. The second part consists of the case sparked debate on equity priority purchase right, analyzes the basic theory of the right of purchase priority. From the set meaning system, connotation, to share the priority purchase right nature, exercise conditions and duration of such problems, basic theory introduced by equity purchase priority, lists the different theories and views, compared the advantages and disadvantages of various theories and views, to draw their own conclusions on the basis of the summarying. The third part shows the research on this issue in Anglo American law system and continental law system of two legal systems in the Anglo American law system, arbitrary mechanism to USA as representative, the exercise of options of the priority to purchase of more casual, can have the articles of association of the company and the shareholders agreement between the agreement; on the contrary, the continental law system represented by Germany is relatively strict stick to principle take. Stick to the principle in general, is the general case should comply with the equity priority purchase right this principle, applicable but in special circumstances can also rule out this one principle, of course, for the special case is more strict requirements. The fourth part in the research and the horizontal comparison, some problems still exist in current China, found in the equity priority purchase right on this one problem such as: the lack of specific operational, the preemptive right to determine the price of the same conditions, the definition, whether part of the exercise, a series of problems as well as in the special conditions of equity the preemptive right denied our laws are no relevant provisions, in view of these problems the author in reference to domestic scholars point of view and the foreign legislation on the basis of combining the current situation of his own suggestions on solving these problems in the present.