Research On The Identification Of Equal Conditions In Pre-emption Rights Of Shareholders

With the implementation of "the Supreme People’s Court’s Regulations on the Application of Several Issues of the" Company Law of the People’s Republic of China "（IV）",to a certain extent,it has made up for the lack of legislation on the limited purchase rights of shareholders of limited liability companies in the Company Law and provided shareholders with the pre-emption rights.The system has injected new vitality.However,in judicial practice,there are still huge differences on how to identify the same conditions in shareholders’ right of first purchase.The simple rules of judicial interpretation are not enough to meet the current problem of diversification of the same conditions in the judicial practice.Based on the analysis of the relevant judicial interpretations,this article sorts out the sample cases from different angles,and based on this,analyzes the theoretical controversy,connotation determination,and judicature of the same conditions from the current shareholder pre-emption right system.Interpretation the problems,put forward suggestions on improving the identification of the same conditions,with a view to obtaining effective and feasible identification standards in practice.In addition to the introduction,this article is divided into the following six sections:The first part is a theoretical overview of the equal conditions of shareholders’ right of first refusal.By analyzing the connotation and nature of the shareholder’s right of first refusal,the legislative value of the same conditions in the shareholder’s right of first refusal is clarified,which lays a foundation for the connotation of the same conditions of the latter.The second part is the judicial application of the shareholders’ preemptive rights.This section combines the "Judicial Interpretation of the Company Law（4）" to analyze the four major factors that determine the same conditions in judicial practice,namely the price,quantity,and payment method of the transfer of equity.The time limit has been fulfilled.The third part is also the main part of the writing of this article,that is,the analysis of the issue of the equal conditions of shareholders’ right of first purchase.Combining the methods of normative research and empirical research,in addition to the clear judging factors in judicial interpretation,think about the common problems in judicial practice,such as the obligation to pay,partial exercise of shareholders’ first purchase rights,and the identification of equivalent conditions in judicial auction.The forth part is to improve the suggestion of "equal conditions" in the preemptive right.From the perspective of balancing the interests of the three parties,it puts forward legislative suggestions,and incorporates the analysis of the third part of the problem into the consideration of the same conditions,with a view to solving the problem of identifying shareholders’ preferential purchase rights and the same conditions,and providing uniform judicial standards for judicial practice.