An Empirical Study On The Obligation Of Notification In Equity Transfer Of Limited Liability Companies

As one of the most important systems in the process of equity transfer,the obligation of notification is the precondition and key node for shareholders to exercise the preemptive right.It is not only related to the right to know of the shareholders,but also to the humanity of limited liability companies,as well as to the interests of the external buyers.Therefore,the normative exercise of the notification obligation is related to the fairness and efficiency of the equity transfer Article 71 of the"Company Law" established the system of shareholders' preemptive right and refines it through"Justice Judicial Interpretation IV",in which the content of the notification obligation and the equivalent conditions are more specific.However,from a practical point of view,a large number of disputes stem from the obligation of notification.From the issue of the notification obligation itself,to the performance of the obligation,to the consequences of breach of the obligation,there are many judicial practice troubles.It can be seen that the practical disputes stem from the incompleteness of the legislation.Therefore,there are some specific details that need to be further clarified,and some issues related to the reconstruction of the process that need to be explained and clarified.At the same time,the theoretical discussion on some important issues has become increasingly important.For example,the content of the equity transfer,the criteria and specific items of the equivalent conditions,and the validity of the equity transfer contract in violation of the notification obligation,etc,Based on which,the author will further explore these important issues.The article is divided into seven parts and can be listed as follows:The first chapter introduces the research background and significance of this paper.It introduces the research on the behaviour nature of the notification obligation,the equity transfer,the criteria of the equivalent conditions,and the main research methods adopted in this paper.The second chapter is a show on the quantitative analysis and some focuses of judicial referee.The author analyzes the sample cases collected before Oct.1st,2018,from the perspectives of the year,the trial level,the litigation mode and the dispute points,and analyzes them in a general way.The analysis provides ideas for the direction of the following research.The third chapter is about the legislative value of the notification obligation and the introduction of the domestic and international legislative investigation.The author analyzes the legislative value of the notification obligation at the legal as well as the economic level to clarify the legislative intention.At the same time,at the legislative level,through the legislative investigation of the foreign legal systems,the author could explore the regulations in a comparative way,and discover the different points and what can be learned from them.Finally,the author bring up the importance of the implement of the system.Chapters 4,5 and 6 are a discussion of various aspects of the notification obligation.Combining with specific cases,the fourth chapter analyzes the nature of the notification obligation,the party,the time,the form and the content of the equity transfer.Chapter V mainly focuses on the delivery of the notice,the procedures of fulfillment,the criteria and the content of the equivalent condition,and some issues on the special equity transfer.The sixth chapter is based on the four different opinions,and evaluates the validity of the equity transfer contract that violates the notification obligation.At the same time,it discusses the liability of the transfer shareholder in violation of the notification obligation.In the seventh chapter,through the analysis of the process of the notification obligation,it is considered necessary to reconstruct the process,and the reconstruction plan is proposed.