Research On The Shareholders’ Preemptive Right Of Limited Liability Company

According to the value goal of protecting the integrity of limited liability companies.However,in the face of complex and ever-changing judicial practices,coupled with varying understandings of legal norms,this system has many controversies in concrete applications.The focus of the conflict requires further clarification of the following three judicial practices.Regarding the notification obligation of transferring shareholders,the effective time of notice delivery should further clarify the principle of effective notice arrival.The notice of transferring shareholders should delete the "equity transfer matters" in the notice and directly replace it with considerations of equal conditions,which is more reasonable.The notification method for transferring shareholders should be aimed at the other party’s knowledge,and the written form should expand the understanding in the traditional sense,such as including written forms such as shareholder meeting resolutions.Regarding equal conditions,the recognition criteria should be divided into two steps.The first step is to compare the equity price,quantity,payment method,term,etc.determined in the equity transfer contract with the conditions given by other shareholders.The second step is to evaluate the value of conditions that cannot be specified,and then compare them based on the value evaluation.Regarding the exercise of the right of first refusal to purchase certain shares,it should be prohibited in principle,but exceptions should be allowed when the transfer is detrimental to the company’s interests.Regarding whether additional conditions can be included as equivalent conditions,when additional conditions can be measured in monetary terms,they should be considered as equivalent conditions.Regarding the shareholder’s right of estoppel,the applicable premise should be that other shareholders claim to exercise the right of first refusal.When the transferring shareholder fulfills the obligation of notification to other shareholders and other shareholders do not claim priority purchase,the transferring shareholder shall not claim the right of estoppel and shall not exercise the right of estoppel indefinitely or maliciously.In the absence of provisions in the judicial interpretation,it is believed that the exercise period should be the same as the notice period of the shareholders’ preemptive right.The regulation of abusing the right of estoppel should limit the number of times shareholders have the right of estoppel,and set corresponding prohibition periods for transfer.