Research On The Partial Preemption Of The Shareholders Of Limited Company

In the study of shareholders' preemptive right system,compared with other issues,few people are concerned about the issue of the preemptive rights of shareholders.However,in the course of the alienation of the company's stock rights,all parties involved are often controversial because of this issue,and appeal to the court.Usually,other shareholders of the company limited to obtain the status of controlling shareholder or unable to purchase all the shares to be transferred.In this case,it is proposed to exercise the right of first refusal only for a part of the shares to be transferred,and whether the original shareholders can only purchase part of the shares.There is no unified statement on the transfer of equity,and no exact rules can be found in company legislation in our country.The "Judicial Interpretation of Corporate Law(IV)" formally issued will change the Article 24 of the Exposure Draft concerning shareholder's right of first refusal to Article 18,and delete the second paragraph of Article 24,in Article 18 “Quantity” has been added to the considerations of the “equal conditions”,of which Article 17 stipulates are aware of the same conditions for the alien transfer of equity,and there are also differences with the provisions of Article 25 of the draft for seeking exposure.These changes have caused our great concern.The development of the market economy is moving more and more toward the direction of freedom and democracy.It has long been the development trend of company law to “release control and strengthen corporate autonomy”.The provisions of the fourth paragraph of Article 71 of the "Company Law" reflect the concept of autonomy of the company's articles of association.In the current situation where the company law does not have a clear and specific specification for the shareholder's preemptive right,it is a shortcut to maintain the human rights of the limited company through the company's articles of association.But on the contrary,in the current articles of association of our country,the quality of the provisions of the articles is uneven,and it fails to play the role of self-governance of the company's articles of association.Therefore,we need to provide some guiding opinions in theory in order to make full use of the autonomy of the company's articles of association to work out a plan for the shareholders.Part of the terms of the preemptive right,taking into account the rights and interests of all parties.Based on previous scholars' viewpoints,the author clarified the merits of variousviewpoints,combined with the discussion on the value basis of the system of shareholder's right of first refusal,as well as the reflection on the misunderstanding of value,put forward his own viewpoints,and finally gave a perfection.The general idea of the shareholders' right of partial purchase.The overall text is divided into the following sections:The introduction part mainly introduces the origin of the research of this article,the research summary and methods at home and abroad.The text consists of four chapters in total.The first chapter is an overview of the system of shareholders' right of first refusal.Including the concept of shareholder's right of first refusal,the legislation model of other countries on the system's stipulations,and analysis of its legal basis can provide legal basis for solving part of the exercise afterwards.The second chapter is the question of entering into the partial purchase rights of shareholders of limited companies.This chapter is a detailed and detailed explanation of the basic concepts and problems of the shareholder's right of first refusal.It explains through specific judicial cases,and analyzes the development and changes of the legislation in China to explore the intent of the legislator.The third chapter is the analysis.Through the interpretation of the two doctrines of the same conditions,it is not inconsistent to argue that the shareholder exercising part of the preemptive right and the “equal conditions” can be reconciled.The fourth chapter is an active exploration of the issue that part of the shareholder's right of first refusal should be returned to the private law autonomy field and be solved in the provisions of the company's articles of association.The feasibility of relevant methods is discussed,and the improvement of the shareholders' right to partial purchase is proposed.Some suggestions try to propose feasible measures at the level of corporate autonomy and at the legislative level.