The Research Of The Shareholders' Preemptive Right Of Limited Company

In the case of corporate disputes,equity transfer disputes accounted for more than half,between this case,The dispute is a dispute over the right of first refusal.As one of the rights of shareholders,the right of shareholders to exercise their rights and procedures should be detailed provisions of the law."Company Law" seventy-first,article seventy-second,However,the contents of simplified design methods.When the first purchase right practice disputes,the background appears "lawless" embarrassment.Judicial interpretation of company law(four)issued in March 2016 which is gives priority to the issue of the right of preemption of shareholders by the provisions of the 8 Law.But,the content of the Judicial interpretation of company law(four)is still simple.So,there are still some defects in the legislation of the preemptive right system in china.Firstly,This paper is based on the basic theory of the right of preemption and determine the legal nature of preemption by combining theory,in order to construct the system of shareholder's preemptive right;Secondly,With adopting the research method of combining and researching the theory that selected 45 valid samples around the"written notice provisions,selling shareholders have no voting rights,the shareholders exercise time,the same conditions as well as the infringement of the preemptive right on the equity transfer agreement the effectiveness of" five aspects of linear analysis,so that,we can sum up the practice of our country in the practice of the right of shareholders preemptive right and frame the procedures for the exercise of the preemptive right of shareholders in china.Thirdly,By the way of Drawing on the theory of "relative void contract" in Germany and combining with the theory of contract law,we should focus on the effectiveness of the equity transfer agreement under the preemptive right of shareholders.Lastly,demonstrate the possibility of the application of tort liability for infringement of the preemptive right of shareholders and put forward the way to remedy the preemptive right of shareholders.Taking the notification procedure of shareholder's preemptive right system,the identification of the same conditions,the defects of rights as the starting point of the effectiveness of the equity transfer agreement and the relief of the right of preemption,advocate from the perspective of the transfer of shares of the shareholders the right to pre emptive rights as well as the judicial practice of common difficult problems in the analysis.In addition,re-construct the system of shareholder's preemptive right,and form a perfect chain of knowledge.In view of the problems existing in the current legislative system and the theoretical requirements of judicial interpretation of company law four,the content of this paper is to establish the institutional framework of the preemptive right of shareholders.Its purpose is to provide strong theoretical support for the legislation of company law in the future.