On The Damage And Relief Of The Shareholders' Right Of Preemption

The limited liability company plays an important role in the economic life,which will help to expand and improve the legal system of the corporate governance of the limited liability company,which is of great help to the improvement of the economic development level of our country.The system of shareholders' right of preemption is a characteristic of the company law legislator of our country,which is set up by the setting of the protection of the right of preemption by the countries of the world.The purpose of the system is to increase the additional exercise conditions of the shareholders' transfer of equity and maintain the balance of the stock rights of the limited liability company..This article,based on the provisions of the company law and the company law to explain the system of four pairs of shareholders' right of preemption,discusses the significant value of the shareholder's preemption under the existing corporate legal system,the effectiveness of the equity transfer contract,the case of impair the preemptive right and the relief when the right of preemption is infringed.The structure of this paper includes the first part of the introduction,the second part,the body and the third part of the conclusion.The body part includes four chapters.The first chapter mainly focuses on the meaning,nature and legal basis of preemption.First,the first section describes the meaning of the right of preemption in the first section.The second section focuses on the nature of the shareholder's right ofpreemption.Through the contrast of the difference between the right of formation and the right of request,it confirms its right of formation.By contrasting the difference between the right and the right of expectation,the right of anticipation is determined,and the preemption is also defined.The cause of property right and identity right attribute,at the same time,deny its real right attribute,so as to confirm its creditor's right attribute.In the third section,the main contents include the joint nature of the limited company,the protection of the rights and interests of the assignee and the balance of interests between the parties in the legislative design,which are all part of the legal basis.The second chapter is the key chapter of this article.It discusses and evaluates the effectiveness of the transfer contract between the transferor and the third party.In the first and 22 sections,some questions about the validity of the contract are briefly combed.In the third,fourth section,the four theories about the validity of the share transfer contract are summarized and analyzed.On the basis of summarizing the above questions,the fifth section analyzes the effectiveness of stock transfer contracts,and supports "effective theory".The sixth section carries out the related comparative method analysis.The third chapter emphatically introduces the elements and forms of the infringement of the right of preemption of shareholders,and discusses the effects of each kind of damage on the other shareholders and the third party,and gives the specific requirements for the definition of the same conditions.The fourth chapter is to damage the relief.The first section of the detailed interpretation of the judicial interpretation of four twenty-first,enumerated the important problems encountered in the relief process and solutions,and the second section is to analyze the two situations before and after the registration of the change in the specific way of relief,the third section details the way to the rescue of the right to save the right of repurchase,the fourth section of the legislative proposals.