Research On Shareholders’ Right Of Preemption In Limited Liability Company

As an important enterprise type of market economy,the development of limited liability company brings new vitality to market economy.The limited liability company has two major characteristics of human compatibility and equity.With its advantages of low cost,high efficiency,and easy management,it has brought considerable economic benefits to investors of many limited liability companies.However,the high yield is often behind the high risk,the characteristics of the market economy rapid change of the company operations can not be smooth sailing.In the course of the company’s operation,it is inevitable that shareholders will choose to withdraw from the company and equity transactions will increase.Article 72,paragraphs 2 and 3 of the new Company Law of our country stipulate the conditions for the exercise of the shareholder’s right of prior purchase.However,the current legislation of our country on the transfer of equity is not perfect,the transfer of equity in practice exposed a lot of problems,especially in the exercise of the right of priority shareholders in the course of a series of disputes.In legislation and judicial interpretation,there is a lack of provisions on the effectiveness of contracts that impair preferential purchase rights.Therefore,the inadequacy of system design has led to a series of negative issues in equity transfer transactions,which not only damages the legitimate interests of the parties involved in the transfer of equity.At the same time,it also brought a lot of problems to the judicial trial.The research on the equity transfer system in our country is still in the preliminary exploration stage.There are still many problems in the process of shareholders transferring equity.At the same time,due to the lack of legislation,it also caused the result of dealing with the dispute of equity transfer in judicial practice.Therefore,it is necessary and urgent to improve the system of shareholder’s right of prior purchase.This paper expounds the source of shareholder’s right of priority purchase,understands the conditions for the exercise of shareholder’s right of priority purchase,analyzes the limitation of shareholder’s right of priority purchase,and adopts the method of case combination.In judicial practice,the author analyzes the "equivalent conditions" of fictitious equity purchases such as malicious collusion,capital increase and stock expansion,and compares the system of preferential purchasing rights of shareholders of limited liability companies in the United States and other countries with comparative analysis methods,and summarizes relevant experiences.We will elaborate on the existing problems concerning the subject’s qualifications,the definition of "equal conditions",the provisions of the articles of association of the company,and the easy development of the shareholder’s right of first refusal into a pricing mechanism.Finally,the author puts forward some practical countermeasures from the aspects of subject qualification,optimization of legislative model,determination of "equal conditions",articles of association,etc.,which provide some useful suggestions for the system of shareholder’s right of first refusal and the improvement of company system.