The Research On Shareholders’ Preemptive Right System Of The Limited Liability Company

Shareholders’ preemptive rights regime exists as a special system in the currentsystem of company law, providing proper protection for one of the interests ofshareholders, other shareholders in the company and the other parties outside thecompany, at the same time, the legal relationship between shareholders and othershareholders, shareholders and the other parties outside the company have been fullyconsidered. However, with the deeper development of the market, there are manyfactors that the reality of legal practice is difficult to predict and assess the operation,China’s current system of company law provisions on shareholders’ preemptive rightsof existing technology in terms of legislation and other issues become increasinglyprominent, for example, the procedural requirements are not perfect, some legalconcepts are relatively obscure, some provisions of the general principles are difficultto operate, leading the awareness and understanding of the system often occursdeviations, the theory and practice often occurs some chaotic situation. In this regard,this paper makes the limited equity external system in the "Company Law" article72to be the object of study, around the Shareholders’ preemptive rights of the limitedliability company, combining with the status of domestic practice, analyzing thedesign flaws of the act limited external transfer restrictions regime, put ting forwardsome sound ideas. The paper discusses in the following four areas:The first part, examining the general theory of preemptive rights of shareholders.The first section focuses on the concept of preemptive rights of shareholders and thenature of the analysis, the second section focuses on the value of shareholders’pre-emption analysis system. analyzing the four aspects in details that the contents ofa limited liability company co maintenance, the old vested interests to protectshareholders, the Company’s internal control structure to maintain stability and thebalance between the company’s shareholders who together and the freedom ofdisposition of property of.The second part, specific content combining with "Company Law" article72for further integration, analyzing deeply the the most significant effect of the twoconditions to the pre-emption right "consent" clause and the "equal conditions". Thefirst section mainly around the "consent" clause of disinterested shareholders ofavoidance system and "deemed consent" the two aspects, analyzing and exploring thedual situation, the following section, make the understanding and interpretation of thecontent and meaning of "equal" conditions, thus achieving a thorough understandingto preemptive rights of shareholders theoretical and practical significance of thissystem.The third part, combining a current pre-emption case which has a higher degreeof concern, analyzing the system’s vulnerability deeply. Around the case SOHO China,Court decision, introducing the the mode of the company current equity transactionsand potential risks, noting Shareholders’ preemptive risks of the three common modes,analyzing and controlling the possible existence of a crisis in practice, makingimproved suggestions combined with the practical.The fourth part, combining with the comprehensive analysis of earlierpre-emption system loopholes, proposing improvements to the system from threeaspects: building legal mechanisms which can help sellers transfer equity successfullyby the terms of building consent rational reconstruction, making perfect equalconditions terms to make the shareholders’ preemptive rights can be in a moretransparent atmosphere, resolving the dispute points of Shareholders’ preemptiveaction to further fit the system. In short, the series of proposals are to resolve thedisputes which appear in practice better and more smoothly.