On The Preemptive Right Of Shareholders Of Limited Liability Companies

The dispute of share tranfer among Cai Tianshan, Zhang Wen and Chen Dejun(hereafter this text will be abbreviated “the Cai Tianshan case”) which lasted nearly three years,has experienced the first instance, the second trial and the retrial procedure.Meanwhile, it also has attracted wide attention and dissension in the academia and industry.The paper will start from the request reason of the party,grounds of opposition and the court decision reason.Through the combination with the relevant theory of corporate law, civil law, contract law to analyze the issues of the process of the case. We known the specific content of “the same conditions” should include the number of shares, price, time and manner of fulfillment,shareholders have no right to the partial exercise of the preemptive right, the exercise period of the right of preemption shall be 15 to 30 days from the date of expiration of the time limit for the exercise period of the shareholders' consent and the validity of the share tranfer agreement shall be independent.Then,we exended the above problems of the case to put forward some ideas in combination with property law and tort liability law.Finally we got the three major principles of judicial authority hear the cases of share tranfer: to maintain the trust relationship of shareholders of limited liability company,to prevent excessive restrictions on the free transfer of shares and to appropriate to protect the safety of transactions.