A Study On "equal Conditions" Of Shareholders' Right Of First Refusal

The priority purchase right system is an important system in the limited liability company's equity transfer.In order to make the system play a better role in the transfer of equity of limited liability companies,the Judicial Committee of the Supreme People 's Court adopted the "Judicial Interpretation of Company Law(4)" on December 5,2016.Officially implemented Although the interpretation has made more detailed provisions on the determination of the "equal conditions" of the preemptive right,in the course of practice,there is still room for discussion on the determination of the "equal conditions" in the preemptive right.The law has made relevant provisions in determining the right of first refusal,but when applied,it cannot avoid the inconvenience caused by the lag of legislation and the complexity of practice.When the law stipulates that it cannot cover the life situation,on the basis of tracing the nature of the priority purchase right,it should analyze the value orientation that should be met when determining the "equal conditions".Only by analyzing the value orientation of determining "equivalent conditions" can the laws and regulations take effect in real life.There are many disputes in the determination of the preemptive right,which are mainly manifested in the fact that the number of cases concerning the determination of the preemptive right is large,and the case trial process is complicated.There are not a few cases after the first and second instance,and many cases have entered the retrial procedure.This shows that disputes caused by the priority purchase right need to be resolved urgently.The determination of "equal conditions" is an indispensable part of the priority purchase right case.The author selects typical cases and focuses on the disputes,trial reasons,legal basis,judgment results and other aspects of the first-instance,second-instance,and re-emphasis of the typical cases.In comparison,in practice,it is difficult to identify the priority purchase right,and try to find out Where is the crux of the problem.To make substantive suggestions on the determination of the "equal conditions" in the preemptive right,we should first trace the source,interpret the legislative purpose of the preemptive right,define the preemptive right,and analyze the meaning,characteristics and nature of the preemptive right To explore the value of shareholders' preemptive rights.Finally,I found out what the purpose of the priority purchase right system is to guide the practice.Finally,a comprehensive dismantling of the "equal conditions" in the preemptive right,an analysis of all the elements involved in the determination of the "equal conditions" one by one,starting with the possible problems of an element,comparing the parties related to the element Viewpoints,combined with actual life,put forward the points that should be paid attention to when determining "equal conditions" and suggestions to judge whether relevant factors belong to "equal conditions".