A Study On The Preemptive Right Of The Shareholders Of "Equal Conditions"

With the rapid development of China's social economy,as an important part of the national economy,the transfer of shares of limited liability companies has become very common.The problems exposed from this also become increasingly prominent.For limited liability company equity transfer.The more common problem in practice is how to exercise shareholders' preemptive right.In 2013,the amendment of Company Law made clear the conditions and procedures of shareholders' preemptive right in 72 th.That is,other shareholders can exercise the prior purchase right of shareholders under "equal conditions",that is,"equal conditions" is the essential requirement of shareholders' preemption right.But at present,The legislative situation of our country,the provisions of the "same condition" is not perfect,the problem is that there exist many loopholes,leads to the existence of a large number of disputes on the practice,the lack of operability in practice.Therefore,the urgent preemptive rights of shareholders in the "same conditions" related issues.This article is mainly divided into four parts to analyze the related issues of the "equal conditions".First of all,in this paper,the Supreme Court issued a directive on the case of shareholder's preemptive right,the Supreme People's Court(2012)No.thirty-first people against the specific case of civil judgment is modeled as the main basis of this analysis,the case review of the summary of issues related to the focus of dispute,which leads to the shareholders' pre-emptive right in the "equal condition".Secondly,through the analysis of the research focus of controversy cases,describes the content including the condition of equal conditions ",put it into the general conditions and special considerations of the two part distinction,then the general conditions and specific content.The special consideration factors are classified and expounded,and the contents of each condition are obtained.Among them,in the general condition content,the general situation is analyzed in combination with the content of the sample case.In the special consideration factor,through the sample case special spot carries on the analysis to the special consideration factor,attempts to propose one kind of "whether can convert into the corresponding price" the method divides it into two big categories.And discusses whether it can be considered as "equal conditions" factor.Thirdly,according to the content of "equal conditions" elaborated in the second part,the study on its identification,that is,in the case of determining the content of conditions.How to determine that the "equal conditions" have been met In the" same ".This part is divided into three aspects: first,the general criteria for consideration;second,on the part of the preemptive right of ownership standards;third,the implementation of the program's criteria.Finally,according to the contents of the three part,put forward to perfect the preemptive rights of shareholders in the" same conditions "the proposal of the system.It consists of the following four points: first,clear contents of" equal conditions "in the condition;second,the unity of "equal conditions "standard;third,the balance of the interests of the three parties;fourth,that" limited discretion.Equal conditions "...