Research On The Application Of Shareholders’ Preemptive Right In The Situation Of Indirect Equity Transfer

In the current market,commercial entities often take advantage of their own strengths and diversify risks,and often carry out equity cooperation in project investment and company operations.This situation is particularly common in the real estate industry.Developers are used to multi-party equity cooperation.The real estate project is being developed and constructed,and to realize the isolation between the company’s operating risk and the actual controller,at the beginning of the cooperation,the parties reached an agreement to build a multi-layer structure and indirectly hold the equity of the joint venture company for cooperation.However,,when one of the partners,based on these equity structures,exits the cooperation by transferring the equity of the upper-level shareholders of the joint venture,and even introduces a competitor to become the new shareholder of the joint venture,the other partners are caught in the dilemma of rights protection.There is no clear stipulation on whether the shareholder’s right of first refusal is applicable to indirect transfer due to laws and judicial interpretations,and on the other hand,there is no effective precedent for such cases in judicial practice.However,the practical problem of circumventing the shareholder’s right of first refusal through the indirect transfer model needs to be faced and a solution should be found.In view of the above problems,starting from the legal basis and protection object of the shareholder’s preemptive right,combined with the retrieval results of judicial practice and the cases at hand,this paper fully discusses the applicable path of the shareholder’s preemptive right to indirect transfer,and believes that the shareholder’s preemptive right is applicable to The indirect transfer is reasonable,and conforms to the legislative purpose of shareholders’ preemptive right and the principle of good faith in commercial law.At the same time,to avoid excessive conflict with the principle of freedom of contract,this paper sets clear limits and applicable rules.Through legal and judicial practice,it plays an important role in solving the practical problem of circumventing shareholders’ first purchase request by indirect transfer.