The Research On The "Equal Conditions" Of Shareholders' Pre-emptive Right

The shareholders' pre-emptive right refers to the right of the shareholder to enjoy the "equal conditions" over the other person's right to purchase shares that other shareholders intend to transfer.This is a special right enjoyed by shareholders of a limited liability company."Equal conditions" is the core of this system and it has also become an important criterion for courts to determine whether priority shareholders can buy the equity before the others or not.Judicial interpretation of company law(four)improved the factors that determine the same conditions which is based on the company law article 71,that is,the quantity,price,payment:method,deadline and so on.It provides a useful reference for the court in the judgment of the case.However,prior to the establishment of the "equal conditions" standard,the theory and judicial practice were controversial.Although the new judicial interpretation regulates the exercise of the right of shareholders to purchase the right of priority,it is not a day to solve the long-standing dispute.The sample judgments before the implementation of the judicial interpretation of company law(four)are mainly concerned with the obligation of payment,equity amounts,equity prices,payment method,the same procedures,disclosure of agreements,accounting books.After the judicial interpretation,there are the factors such as payment obligations,equity amounts,equity prices,and the company's articles of association.Judging from the comparison of the sample judgments,the new judicial interpretation does not completely solve the problems left over from history and it appears new problems in the practice.The main reasons are:firstly,article 18 of the judicial interpretation of company law(four)does not specify"payment obligations" as one of the factors for judging "equal conditions“,but roughly summarizes it with the word "etc.";secondly,there is a doubt that whether the number of shares can be divided or not;thirdly,there is no standard to judge the price;in addition,the "Company Law" gives shareholders additional stipulations on other "conditions" in the articles of incorporation,but the company's articles of incorporation do not explicitly limit the limits of equity transfer.There are still some problems in the use of "equal conditions",but the achievements of the new judicial interpretation are worthy of recognition.Combined with the inspection for the sample judgment before and after the implementation of the judicial interpretation,we can summarize the shortcomings in the operation of the practice and put forward suggestions for improvement to specify the "equal conditions" and to protect the preferential purchase rights of shareholders of limited liability companies.