Research On Shareholders' Preemptive Right Of Limited Liability Companies

Shareholders' preemptive right is an important regulation in the limited liability company,and it can play a major role on maintain the human conformity of the limited liability company,promote the freedom of the equity transfer and guarantee the safety of the equity transfer,The Company Law and The Company Law Interpretation IV provide for the equity transfer and the exercise of shareholders' pre-emptive right,and provide relevant basis for judicial practice.But,with the rapid development of domestic market economy in recent years,whether in theoretical study or in judicial practice,shareholders' preemptive right all show its inadequacy,cause a lot of dispute in the practice.From the perspective of legislation,the establishment of shareholders' preemptive right is based on the premise of maintaining the human conformity of the limited liability company,and ensuring the freedom of the shareholders to enter and leave the company,to achieve the purpose of protecting the interests of the transferring shareholders,other shareholders and third parties in the whole process of foreign equity transfer.This paper takes the share transfer between yu mou and fan mou as the starting point,and clarifies the legal relationship between the parties,mainly analyzes the exercise of the shareholders' preemptive right and the problem of "right of regret" in preemptive right.The first part is the case introduction,selection in a share transfer between yu mou and fan mou,introduces basic situation case,analysis the legal subject and the legal relationship between each other,summed up the dispute focus,through the specific case of typical case analysis,which leads to the theme,this paper study of the problem of limited liability company shareholder's preemptive right.The second part discusses the theory of the shareholder's preemptive right system,including the concept,nature and legislative value of the shareholder's preemptive right.The third part mainly introduces the exercise rules of the shareholder's pre-emption right system,including the obligation of notice,the same condition and the period of exercise,and divides them into two parts: "consent rules" and "pre-emption rules".The fourth part discusses the "right of regret" in the pre-emptive right of shareholders,in combination with The Company Law Interpretation IV,analyze the problems in the right stipulation,it's recommended to improve in terms of time and conditions.