The Research On The "Equal Conditions" Of Shareholders’ Pre-emptive Rights

With the rapid development of modern society, the shares transfer of LimitedLiability Company (referred to as the “LLC”) becomes more and more frequent. As aresult, it brings about more and more disputes. And disputes which are caused by theexercising of shareholders’ pre-emptive rights are more common. The article71ofCompany Law of2013provides that shareholders have the pre-emptive rights in the“equal conditions”. The “equal conditions” is the substance condition whenshareholders excise the pre-emptive rights. However, there are no detail provisionsabout the “equal conditions”. And it is difficult to operate in practical. Therefore, it isnecessary to research the “equal conditions” in depth and reasoningly.This article can be divided into five chapters apart from the introduction and theconclusion.The first chapter goes with the fundamental of shareholders’ pre-emptive rights.It paves the way for discussion of the “equal conditions” below. Firstly, we elaborateon the concept of shareholders’ pre-emptive rights. It is stated that shareholders’pre-emptive rights have the quality of legality, specificity and restrictive. Then it is thecomparative analysis of several theories about the nature of pre-emptive rights ofshareholders. It is thought that shareholders’ pre-emptive rights are claims in essence.At last, it discusses the value of shareholders’ pre-emptive rights. It affirms thatshareholders’ pre-emptive rights have three legislative values: maintaining the LLC “person’s closing nature”, keeping the balance of interests between each party andmaximizing the economic benefits.At the beginning of the second chapter, it leads into the discussion of the “equalconditions” by citing a case. Then we list other countries’ legislations about the “equalconditions”. And the author analyzes several arguments about the determine standardsof the “equal conditions” put forward my own ideas.The third chapter discusses the price of the shares transfer which is thecore content of the “equal conditions”. Firstly, we research how to determine theprices of the shares transfer in the LLC. On this basis, we design the mechanism ofprice competition to determine the prices of the “equal conditions”. Secondly, itanalyzes the special factors that affect the price and discusses how to convert thesespecial factors into the price. Lastly, it discusses how to the prices of the “equalconditions” in the enforcement proceeding.The forth chapter describes other consideration when determining the content ofthe “equal conditions”. It discusses the quantitative factor which also means whetherthe shareholders’ pre-emptive rights can be excised partly. And it analyzes method,time of the payment and liability for breach of contract.The last chapter summarizes the contents of all chapters before and makes somesuggestions for improving the regulations about the “equal conditions” ofshareholders’ pre-emptive rights.