On The Equal Condition Of The Preemptive Right Of Shareholders

The emergence of the preemptive right of shareholders is based on the transfer of shares in the rapid development of the limited liability company.With the rapid development of China's economy and the real-time changes in the economic development environment,the transfer of shares of limited liability companies has also exposed many problems,such as the degree of restriction on the transfer of shares and the degree of free circulation,at present,there is no unified standard,and how to find the balance point of this problem has also become a hot spot that many experts and scholars are currently studying.According to the research of experts and scholars over the years,the system of preemption to a certain extent solves a lot of problems in the transfer of stock rights.However,in the actual operation of the system,the lack of operational legal standards,"equal conditions" should include the specific content? How should the price of the transferred equity be determined? How to determine the number of shares to be purchased? Can a third party or a preemptive shareholder choose to purchase part of the transferred shares? How should the specific mode of payment,payment time and so on be determined? These are all urgent problems to be solved in perfecting "equal conditions" of shareholders' preemptive right.The result of the above problems is that the limited liability company is short of operation basis when it meets the concrete problems,which leads to some cases of "different judgment in the same case" or "illegal and unreasonable" in practice.It is very necessary to solve the loopholes and problems in the preemption right system in solving the company disputes and in the practical application.Through the analysis of the above problems,the author thinks that in the process of determining the "equal condition",the determination of the price may take the relatively reasonable methods of net assets value method,capital contribution method and income method,and the above methods may also be used in combination with the consent of the parties to the transfer of shares,in principle,the shareholders should be prohibited from exercising the right of preemption in order to protect the interests of the transferred shareholders.The payment method and payment time should also meet the same standards,therefore,it is very important to unify the identification criteria of "equal conditions",to unify the factors of consideration in determining "equal conditions",and to clarify the measurement criteria of the content of "equal conditions",in order to make the provision of "equal conditions" have a better Operability,finally,to perfect the notice obligation of the shareholders,they should notify the preemptive shareholders as fully as possible of the contents of the contract agreed by the transferring shareholders and the third party,so as to beable to better exercise their rights.Through the above several perfect methods,in order to be able to solve as soon as possible in the limited liability company stock right transfer of theactual problem.