The Research On The "Equal Conditions" Of Shareholders’ Preemptive Rights

With the rapid development of economy,the shares transfer of limited liability company becomes more and more frequent.As a result,it leads to a lot of disputes,and the disputes caused by the exercising of shareholder’s preemptive rights are more common.However,the article 71 of Company Law of 2013 about shareholders’preemptive right is too vague and there are no detailed stipulations about the "equal conditions".So it is difficult to operate in practice.Therefore,it is necessary to study and discuss the "equal conditions" of preemptive right of shareholders of limited liability company.This paper can be divided into five parts apart from the introduction and the conclusion.The first part leads into the discussion of the "equal conditions" of preemptive right of shareholders of limited liability company by citing a case.The second part is the overview of preemptive right of shareholders of limited liability company.This part firstly puts forward the concept and the legal basis of a limited liability company shareholders’ right of preemption.And then through the comparative analysis of several theories about the nature of the limited liability company shareholder’s preemptive right,finally demonstrates the limited liability company shareholder’s preemptive right is a kind of right of claim in essence.The third part lists other areas’legislations about the "equal conditions" and analyzes several arguments about the determine subject,time and standards of the"equal conditions",then puts forward my own opinions.The fourth part discusses the price of the shares transfer,and it’s the core content of the "equal conditions".This part firstly discusses how to determine the price of the shares transfer,and then designs the mechanism of price competition to determine the price of the shares transfer.Secondly,it analyzes the special factors that affect the price and how to convert them into the price.Lastly,it discusses how to determine the price of the "equal conditions" in the enforcement proceeding.The fifth part discusses the other factors when determining the content of the equal conditions.It firstly discusses the quantitative factor,that is,whether the shareholders’ preemptive rights can be excised partly.And it also analyzes the way,time of the payment and the liability for breach of contract.