On The Remedy For The Infringement Of The Priority Purchase Right Of The Shareholders Of The Limited Liability Company

The shareholder pre-emption right system was created for the purpose of maintaining the company’s human integrity,and this system has important value for corporate governance.When the shareholder’s right of first refusal is infringed,it may lead to the destruction of the original trust basis.The "Company Law" grants other shareholders of the company whose rights have been infringed the right to provide relief.With the continuous development of practice,equity transfer disputes have occurred frequently.This article combines the relevant provisions of the existing laws to discuss the remedies for the infringement of shareholders’ preemption rights,and analyzes from the following four aspects.The first part analyzes the infringement of shareholders’ preemption rights and the necessity of relief.Starting from the type of infringement,it is possible to infringe the shareholder’s right of first refusal from the procedure and in each link in essence.The procedural infringements include the transferring shareholder’s failure to solicit the consent of other shareholders and the failure to inform the content of the same conditions.The actual infringements include fraud by the transferring shareholder and malicious collusion between the transferring shareholder and an external third party.This is actually a violation of the law.Violation of the same conditions.In addition,it also discusses other existing violations,and analyzes the necessity of remedying shareholders’preemptive rights.The second part analyzes the real dilemma of relief when shareholders’ preemptive rights are infringed.Including the difficulty in identifying equal conditions as a prerequisite for the exercise of rights,the lack of a definite price formation mechanism,and the lack of clear standards for equal conditions;the validity of contracts that infringe shareholders’ preemptive rights is divergent in theory and practice;the transfer of shareholders’ right to regret.There are problems in application;the lack of detailed and detailed regulations on damage compensation,and the unclear scope of compensation.The third part is to sort out the provisions of relevant legislation outside the territory,and sum up the experience and reference for our country.Through the perspective of comparative law and the analysis of the regulations of several different countries,our country can stipulate the price formation mechanism based on the relevant foreign laws,establish the price reference for the equity transfer,and improve our country’s remedies for the infringement of shareholders’ preemptive rights.The fourth part is the discussion on the improvement of the remedy path for the infringement of the shareholder’s preemptive right in our country.First of all,it is necessary to improve the identification of equal conditions and clarify the identification standard of equal conditions.Secondly,it is necessary to clarify the validity of the contract that infringes the shareholder’s preemptive right.The claim of preemptive right is based on the equity transfer contract,so as to provide the company’s shareholders with the same conditions as a reference.In addition,it can also strengthen the relief to third parties.Third,the right of estoppel should also be reasonably restricted,including provisions for exclusion of the application of the right of estoppel,and a clear period for the exercise of the right of estoppel.Finally,the application of the damage compensation system should be perfected.When claiming damages,the subject of damages and the scope of compensation are issues that urgently need to be clarified,and should be reasonably defined to achieve relief to the right holders.