The Protection And Relief Of The Priority Right Of Shareholders

The priority right of shareholders is a right to the shareholders of the limitedliability company in company law of China, which is one of the restrictions on thefree transfer of shares. With the development of modern commercial， sharetransferring have become an important formof raising capital, restructuring and optimizing the allocation of resources,involving all the parties to the transaction, the company and its shareholders,creditors.In order to maintain the interests of other shareholders,as well as the company’sstatutory model, the priority right of shareholders is set up by law. But thedevelopment of this system in our country is not so perfect as imagined, it is becausethat the rule in our company legislation is so simple that there are many deputes andshortcoming. And often the assignor or third party using the rules againstthe other shareholders’ rights. Therefore, in this paper, I attempt to research thelegislation of company, The company system and judicial relief in order to provide aneffective protection mechanism of this right and maintain the purpose oflegislation. This paper are divided into four parts:The first chapter is the basic theory about the priority right of shareholders. Inthis part, based on the analysis of this right and its legal nature, I study itsobstacles, including improper using, restrictions from the articles ofassociation, and the free disposition of shareholder’s preemptive right violation.The second, three and four chapter expound and analyze barriers of the priorityright of shareholders, and put forward the optimum solution of the shareholderspreemptive rights protection and relief. The second chapter analyzes how to exercise,including practice because of fuzzy and regulations enacted easily lead to disputeright exercise conditions, exercise time, exercise limits on this question launched thebigger space.The third chapter studies the infringement of this right by articles of associationthrough introduce one case. Through researching, I put forward when limit orexclusion this right by the articles of association,it should be through morestrict voting procedure. I put forward how to make use of the articles of association tomake up for the defect of the preemptive right on the legislation. The fourth chapter is about two behaviors about against the priority right ofshareholders, one is the assignor terminate the transfer meaning after othershareholders exercise the priority right of shareholders,the other is the infringementof this right by free disposition of shares. According to the two kinds of violations, Iadvise that we can through the legal and judicial to protect the exercise of the priorityright of shareholders.