Research On The Legal Effect Of Shareholders Of Limited Liability Company Exercising The Preemptive Right

The first introduction of the Preemptive Right was in the company law of 1993.But the provisions is too principle and lack of maneuverability.The company law of2005 made some supplement to the shareholders' Preemptive Right,but it was still lack of maneuverability.With the rapid development of market economy,the amount of limited liability companies and share transfer of dispute are much more than before.The Preemptive Right is an area with high-rate Legal disputes.So,Special provisions for unifying the referee scale and various theoretical opinions in the four concerning company law.In practice,the dispute is mainly focused on the Legal Effect of Shareholders exercising the Preemptive Right,which is not very clear in the four concerning company law.The first chapter reveals the current judicial practice of shareholders' exercising of Preemptive Right in judicial practice.The legal effect of the exercising Preemptive Right is mainly manifested in two aspects,internal legal effect and external legal effect.For internal legal effect,the main problem is whether exercising Preemptive Right has compulsory contracting effectiveness.For external legal effect,the main problem is the influence of exercising the Preemptive Right on the effect of equitychanges.The root of the question is the unclear nature of the Preemptive Right.The second chapter mainly reiterates the legal nature of shareholders' Preemptive Right.Since the birth of the Preemptive Right,the debate about its legal nature has never been interrupted,and various theories and theories emerge in endlessly.The author believes that the common characteristic of the existing theories is that the Preemptive Right is a Single right.List out various theories and confirm that the theoretical foundation,we should reconsider the legal nature of shareholders' Preemptive Right.The author believes that shareholders' Preemptive Right is Right of claim in the execution procedure and is Right of formation in the Rights relief procedure.The third chapter is further discussion about the legal effect of shareholders' exercise of Preemptive Right.The legal effect of the Preemptive Right decides legal effect of exercising the Preemptive Right.The author believes that there is a lack of legal basis for the determination of the external effect of shareholders' exercise of Preemptive Right In article21 of four concerning company law.Priority should be given to maintaining transaction security in the case of the conflict of preemption and transaction security.