Research On Legal Issues Of Shareholders’ Preemptive Right In Limited Liability Company

After China’s reform and opening up,the social economy has developed vigorously.As an important part of the social economy,the number of limited liability companies is also increasing,accompanied by the transfer of shares of limited liability companies is more frequent.The existence of the shareholder’s preemptive right system can guarantee the co-existence of the limited liability company,balance the economic benefits of all stakeholders,coordinate and match the resources of all stakeholders,ensure the stable operation and sustainable development of the limited liability company,and maximize the economic benefits of the limited liability company.At the same time,one-stage goal is to achieve the ultimate goal of maximizing the overall economic benefits of society in an orderly manner.There is no doubt that the system of shareholders’ preemption has played an indelible role in the transfer of shares.The company law was first promulgated in 1993 and has been revised many times in 1999,2004,2005 and 2013.Compared with the previous version,the current company law has made great progress in the design of shareholder’s preemptive right system of limited liability company,especially the seventy-first part of the company law.This article is mainly from the concept of sustainable development,giving consideration to fairness and efficiency and social standard as the starting point,through the legal provisions have not yet been clear,widespread legal problems.Combining with the various stakeholders of equity transfer,this paper analyzes the value of economic law and jurisprudence,puts forward some views and improves them.That is to say,it is necessary to protect the exercise of shareholders’ preemptive right,but also to limit the abuse of shareholders’ preemptive right,and put forward reasonable suggestions.The first chapter is the overview part of the preemptive right,mainly puts forward the definition of shareholders’ preemptive right;clarifies its characteristics from the definition of preemptive right;and analyzes the legal nature of the system of shareholders’ preemptive right and the participants in the transfer of shares.This is the beginning of the article from the definition of shareholders’ preemptive right,characteristics,nature and the transfer of the main body of a comprehensive overview.The second chapter is the value analysis and conflict of interests of shareholders’ preferential purchase system.From the point of view of the overall social and economic benefits,we can reasonably restrict individual economic benefits and obtain greater economic value at the overall level.Conflicts of interest between legal subjects are conflicts between shareholders,between shareholders and limited liability companies,between non-equity transferors and external third parties.The third chapter analyzes the causes of the conflict of legal subjects through three judicial cases: the articles of association do not make clear provisions on the preemptive right,the same conditions in the preemptive right system are not clear,and the exercise of the preemptive right is lack of basis.The fourth chapter is the value and suggestion of perfecting the system of preemption,which is the last chapter of the full text.Through the analysis of the perfect value of the preemptive right,this paper puts forward specific suggestions and solutions to the problems of conflicts between the interests of the preemptive right in Chapter 3.