Research On Legal Issues Of Shareholders' Preemptive Right Of Limited Liability Company In My Country

With the development of the market economy,the company's legal system is increasingly improved.In the form of enterprise organization in our country,the number of limited liability companies ranks first.Therefore,in practice,the external transfer of shareholding of limited liability companies is becoming more and more frequent,and the external transfer of shareholding inevitably involves the issue of shareholders' priority purchase rights.In judicial practice,the number of disputes caused by shareholders' preemptive rights is not small,and the appeal rate of disputes caused by shareholders' preemptive rights is abnormally high,exceeding 50%.Against this background,this article attempts to discover the problems behind it and attempts to propose suggestions to solve the related problems.This article is divided into four parts,of which the first part explains the basic theory of the limited purchase rights of shareholders of limited liability companies.Based on the relevant theories of the academia and combined with practical cases,it is proposed that it is more appropriate to characterize the shareholders' pre-emptive rights as formation rights.The second part of the article is the core part of the whole paper.This part extracts the unresolved issues in practice so far.These three issues are: the validity of the equity transfer agreement,the prerequisite for exercise and the equivalent conditions.After extracting the problem,analyze it and put forward your own point of view.It is believed that the effectiveness of the equity transfer agreement outside the country does not involve Article 52 of the Contract Law.In principle,based on operational considerations,the exercise of the shareholders' pre-emptive rights is unified as "signing equity transfer the contract" is more appropriate;the "equivalent conditions" referred to by the exercise are understood to be conditions with substantial influence that are more realistic.The third part of the article comparatively analyzes the legislative examples of shareholders' pre-emptive rights in the extraterritorial regions and relevant regions in my country,and draws inspirations from the relevant legislation on the pre-emptive rights of shareholders in our country.The last part of the article,on the basis of the previous parts,tries to put forward corresponding solutions to the three main problems involved in the shareholders' preemptive rights.The countermeasures mainly involve how to solve under the current legal system and suggest related legislation in the future.