Research On The Effect Of The Preemptive Right Of Shareholders

The limited liability company,as a human-created product that is both a "human fit" and a "contribution".The law gives shareholders the right to purchase shares that are intended to be transferred firstly,and maintains a balance that is based on mutual trust within the company.The exercise of the right of preemption of shareholders needs to be made in a positive way within a certain period of time.If only negates the effectiveness of the transfer of the shareholder and the third party and does not pursue the purchase of the share,so the equity is still relatively unstable.Therefore,the counterparty of the shareholder exercising the preemptive right must be the transferring shareholder.The entire transfer of equity is a phased process.The burden of debt is different from the right that directly leads to the change of equity.The preemptive right system is mainly designed to protect the matual trust relationship among the shareholders.So the contract that between the transfer of shareholders and the third person is valid to protect the third party.In the aspect of shareholders and transfer of the burden act,because shareholders get a higher priority than the third person,think that shareholders preemptive right as the right to form a more appropriate.As for the“company law judicial interpretation four “,it can be argued that when the transfer of a shareholder is ultimately determined to determine the ownership of the shares,it's a preemptive purchase.When discussing the impact of the shareholders' exercise ofpreemptive right on the shareholders and the third party of the disposing act,It is necessary to define the timing of changes in equity and the first refusal right of defensible validity.However,somebody misunderstands the nature of registration.Some others confuse the property rights consensualand consensual claims.We need to distinguish between the burden act and the disposing act,registration will not be used as a key to the transfer of power,and the corporation has agreed to act as the requirement of the transfer.If the shareholder does not agree or exercise the preemptive right,it means that the company does not approve the transfer of shares and therefore does not have the effect of the change of ownership.In view of the sources of defensible validity,the shareholder's preemptive right has been registered and the effectiveness of such countermeasures has been recognized by law and equity.The preemptive right of shareholders is the dingliches vorkaufsrecht.In clear violation of priority right of shareholders' legal effect,the first thing you need to clear the transfer of shareholder's two notification obligations to shareholders' rights is different,it would be very important for the scheduled period.Where a shareholder of a limited liability company transfers its equity in the company to any person other than a shareholder of the company,the other shareholder claims a preemptive right to the equity under equal conditions,unless the other shareholder fails to claim a preemptive right within 30 days after it knows or should have known the equal conditions for exercising a preemptive right or it has been over a year since the date of modification registration of the equity.But however,it is worth considering the reasonableness of the period in which it is deemed to be known or should be known or registered for a year.If it shall not notify other shareholders of the equity transfer,it would constitute nonperformance of obligation.A third person in the outside of the firm infringes on the shareholders,which will be tortious.