Study On The Case Of "Equal Conditions" Determination Of Shareholders’ Preemption Right

In limited liability companies,the preemptive right of shareholders is of great significance to the maintenance of the characters based on shareholder.In judicial practice,the disputes about "equal conditions" mainly lie in the number of shares,additional conditions,the impact of disclosure,the determination of time and other aspects.The identification of "equal conditions" in the existing laws is not clear,the theoretical views are not unified,and the judgment thought is quite different.The claim of other shareholders that the number of shares should be divided so as to exercise the right of pre-emption should not be supported.First,the preemptive right of shareholders aims to protect the interests of other shareholders and maintain the characters based on shareholder.However,the law should not be too partial to the interests of one party,and should also take into account the legitimate interests of the transferring shareholder and the third party outside the company.Other shareholders only have the priority on the status,and do not have the priority on the condition.However,they only on part of the shares to claim the right of pre-emption belongs to the condition of priority.Second,the share value of a limited liability company is not only reflected in the specific amount and earnings,but also closely related to the company’s share structure.So the transferred share price cannot be evenly distributed to each share.Third,full respect should be given to the autonomy of the parties and to the transfer agreement of the share reached between the transferring shareholder and the the third party outside the company.As for whether the additional conditions belong to "equal conditions",they can be divided into conditions that can be converted into price factors and conditions that cannot be converted into price factors.The conditions that can be converted into price factors do not require other shareholders to commit to the performance of this condition,and the conditions that cannot be converted into price factors asks other stockholder to pledge to fulfil this condition,otherwise regard as not to satisfy "equal conditions".The matters disclosed can be divided into those that have material impact on the transfer of shares and those that have no material impact on the transfer of shares.The failure to disclose matters having material impact has an impact on the formation of "equal conditions",while the failure to disclose matters having no material impact has no impact on the formation of "equal conditions".