A Research Of Co,LTD Shareholder's Right Of Preemption

In the company system,the shareholders ' right of pre-emption is a core issue.Shareholders ' preemptive rights both for the company's other shareholders,the company itself has a very important significance.The shareholders ' preemptive right dispute remains the main cause for the company disputes,and destabilize the entire credit system of the market economy,the harm is very serious.So on shareholders priority purchase right civil responsibility of related legislation on is important,on currently of status for,China legal for shareholders priority purchase right by should bear of civil responsibility although made series provides,but still exists must of insufficient,this paper hope through on shareholders priority purchase right civil responsibility problem of research perfect legislation is not enough to better protect the company,and company shareholders and company creditors of lawful rights and interests.In the first chapter,from the concept of preemptive right,the legislative investigation of the preemptive right to explain and define,and the value of the system of preemption analysis,lay the foundation for the legal nature and legal effect for the demonstration analysis of the shareholders preemptive rights.The second chapter defined preemption in order to comprehensively define the concept of preemptive right,special representative of the two kinds of expressions are compared and analyzed.The first expression is "preemptive right according to law or contract and enjoy to sell the object in advance of the third,to the same conditions to give priority to the rights of others to buy." second stated: "the preemptive right according to law or contract,when the seller sold the subject matter to the third person,enjoy under the same conditions prior to the purchase of others Buy the right ".These two kinds of theories on the definition of preemptive right,only " enjoy " a word in different locations,but the meaning is deep differences.In essence,the difference is that the preemptive right exercise period and understanding it.As the scholar Wang Zejian said " rights and the exercise of rights,belongs to the concept of different levels,may be there is a strict distinction between the necessary ".The first view is that the establishment of the seller preemption in law or contract the basic legal relationship,which already exists,the exercise begins selling the subject matter in third.The second view is that there is no established preemptive right in law or contract the basic legal relationship,only when the seller sold the subject matter to third people before the occurrence of the same conditions is the exercise conditions.As the first view,the preemptive right is defined as a special civil subject according to law or contract the seller to enjoy its subject matter to the priority to buy the others rights.It mainly based on the consideration of the following: right,have occurred on the basis of the law,and based on the legal acts of the parties.The preemptive right,can be in accordance with the law,this is no doubt.The preemptive right,as for freedom,equality and the principle of exception,as a way to transfer its restrictions on freedom or other rights,there must be institutional guarantee,so the law the relationship in law was established,the preemptive right established immediately.For the agreed purchase priority,believes that the civil law is to promote and protect the autonomy,equality between the main body in the premise of equality,voluntary negotiation As long as the parties agreed,the content does not violate the mandatory provisions of law,does not violate the social public interests,the law should be recognized.Thus,the agreed purchase priority according to the principle of freedom of contract,should acknowledge its validity,the preemptive right with Agreement arising.Therefore,the preemptive right,right of preemption in accordance with the law or the parties arising,as the seller sold the subject matter to third people for the preemptive right to exercise the premise of system.Analysis of the relevant legislation of shareholder's preemptive right defined by the third chapter of the preemptive rights of shareholders,such as the <Japanese company law > gives the preemptive right of the shareholders the system,research and Discussion on the statutory pattern of our shareholders in Taiwan purchase priority,articles of association,the company adopted the United States legislation rules,the agreement between the shareholders of the shareholders Analysis of preemption system and British legislation and enlightenment.Fourth chapter of the preemptive rights of shareholders of a limited liability company in China put forward solutions,determining period for exercising the right of first refusal of the shareholders of limited liability company,limited liability company shareholders ' preemptive rights exercise of the provisions of "same conditions",establishing legal liability system,clear regulations to the limits of preemptive rights of the shareholders of the company.