| It is based on the aggregation of capital and persons in the limited liability company (referred to as the"LLC") context. Within the LLC, investors are often linked by family or other personal relationships that result in a familiarity among the participants. In order to maintain the structure of rights of the LLC, it is popular to set up the articles and bylaws of the company to restrict the transferability of shares. This ensures that outsiders cannot become shareholders without the consent of the existing shareholders and may provide a device by which existing shareholders may have a chance to exit the company under some reasonable conditions. The priority right of shareholders is one of the methods to make it possible and it is the main concern of this paper.The thesis consists of four parts. Part one is the analysis of the rationale of the priority right of shareholders in the LLC. The author intends to deal with this statement through the view of sociology, economics and law and then puts forward that it is based on the persons, effective, order and freedom.Part two concerns with the features of the priority right of the shareholders of the LLC. The author brings out the sense of"adding trade cost"and thinks"saving trade cost"is one of the five functions of the priority right of the shareholders of the LLC. Other functions are"breaking the deadlock and resolving the shareholders dispute","preventing the risk of shareholders exiting","adding shareholders welfare"and"making for shareholders controlling the LLC". Then the author generalizes the features of this right.In part three, the author draws a comparison of the related legislations... |
