Research On The Legal Issues Of The Preemptive Right Of Shareholders In Limited Liability Companies

As an important system in a limited liability company,shareholder preemption rights play a major role in protecting the company’s integrity and promoting the freedom of equity transfer.The "Company Law" and the "Judicial Interpretation of the Company Law(4)" and other relevant laws and regulations have made principled provisions on the shareholder pre-emption rights system,clarifying the "right of consent" of shareholders of pre-emption rights and the notification obligation of transfer shareholders.At the same time,it also stipulates the specific content of "equal conditions",which provides relevant basis for judicial practice.However,with the rapid economic development in recent years and the increasing number of equity transactions,the shareholder preemptive right system has shown certain drawbacks in theoretical research and judicial practice,leading to the phenomenon of "different judgments in the same case" injudicial practice.Serious damage to judicial authority.This article introduces two classic cases of "Shanghai Bund Land King Case" and"Huanyi Company and Chen ⅩⅩ Equity Transfer Dispute" to analyze the focus of disputes in the case and summarize the existence of the shareholder preemptive right system in the current judicial practice.The main problem;then discusses the meaning,nature and significance of shareholders’ preemptive rights.Then focus on the analysis of the problems existing in the shareholder pre-emption right system in practice,including the unclear regulations on whether has "penetration effect",whether shareholders can partially exercise the pre-emption right is still controversial,and the criteria for determining "equal conditions" are vague.Unclear and lack of relevant regulations on the notification obligation of transfer shareholders.Finally,it conducts in-depth analysis in combination with theory and judicial practice,and puts forward reasonable suggestions for the above issues:clarify that shareholders’ pre-emption rights should not have penetrating effect.If it is necessary to increase the protection of the company’s humanity,it can be adopted The company’s articles of association make exceptions;prohibit part of shareholders from exercising the right of first refusal,except for the autonomy of the company’s articles of incorporation or party autonomy;regulate the criteria for determining general considerations in "equal conditions",and special considerations should not be included in the content of "equal conditions";improve The "notice obligation" of the transferring shareholder.Only in this way can we better maintain the humanity of a limited liability company and protect the legitimate rights and interests of transfer shareholders,priority shareholders and external third parties.