On The Exercise Of The Preemptive Right Of Shareholders Of Limited Liability Company

Limited liability shareholders’ preemptive rights refer to the rights of the non transferable shareholders of the company to enjoy the preferential purchase of the shares under the same conditions as the external transfer of the equity of the company. The academic nature of preemptive right, the cognizance of dispute, which is considered as a special form of power, not only contribute to the implementation of the principle of commercial law and economic benefit of company of limited liability maintenance, but also can make the law more logically self consistent. The procedure of exercising the right of preemption of shareholders is the core of the system, but there are many problems in the judicial practice. Judicial interpretation of the company act four (Draft) on this issue has made detailed provisions for the judge more accurately apply to the company law seventy-first provides guidelines. In this paper, on the basis of relevant theory of the world, the company law judicial interpretation four (Draft) the relevant provisions as doctrinal analysis object, made a detailed analysis during the exercise subject, exercise condition, exercise mode, exercise the preemptive rights of shareholders and the exercise of the effectiveness of such problems, trying to clear the dispute, from the provisions of the principle advantages and disadvantages, will be transformed into technical operation rules.In the first part, the basic theory of the priority right of shareholders to make summary. First of all, the concept of connotation and development of the context of a brief introduction. Secondly, make the characteristic of the system summarized from seven aspects, and from the law, economics and sociology from three perspectives to analyze the theoretical basis of the system, fully explain the significance and value of the pursuit of the system. Finally, the nature of the limited liability company shareholders’ preemptive right is analyzed. For the definition of the nature of the system, theorists have been controversial. Mainly has the right to claim the right to say, look forward to the right to say, the formation of the right to say that the three theories. This article through to the continental legal system and the common law of the representative countries of the relevant provisions of the investigation, the nature of the system is recognized as a special form of the right to a more appropriate conclusion. The second part focuses on the analysis of the elements of the exercise of the limited liability company shareholder’s preemptive right. Mainly includes the exercise of the main, conditions, methods and periods of four components. Which focuses on the exercise of the conditions of the "same conditions" in-depth study. The third part of the exercise of the procedures involved in the interpretation of the validity of the contract. In the fourth part, the problem of the relief in the exercise of the priority of the right to purchase is summed up. The last part of the article mainly aims at the existing problems in the exercise program and puts forward some suggestions for improvement. First of all, to deepen the understanding of the "same conditions" in the exercise of the conditions. To perfect the way of exercise, we should deny the principle implied exercise legal advice. At the same time, length of the exercise period of reflection, put forward to practice as a standard dynamic exercise period theory. At last, it analyzes and puts forward the perfect idea of the defect of the relief procedure in the exercise of the right to the purchase of the shareholders.