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The Stduy of Shareholders’ Preemptive Right of a Limited Liability Company

Author: SongXiuWei
Tutor: HouDongDe
School: Southwest University of Political Science
Course: Civil and Commercial Law
Keywords: Equity transfer Shareholders' pre-emptive rights Legal concepts Rules designed Right border Effectiveness vest
CLC: D922.291.91
Type: Master's thesis
Year: 2011
Downloads: 157
Quote: 0
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Abstract


The shareholders' pre-emptive rights of the limited liability company is an important right enjoyed by the shareholders of a limited liability company in China, is also an important system of the specification limited liability company shares for sale, it has to maintain the limited liability company people together to protect shareholders Vested interests and achieve the anticipated benefits of the shareholders has a very important role. View our shareholders' pre-emptive rights of the existing legislation, however, we can easily find the inherent shortcomings of existing legislation, focus on the performance of students in the legislation designed system predicament and the fuzzy outside of the rules applicable plight two aspects, which led to the current of the relevant shareholder pre-emptive rights of the frequent cases, greatly retarded the smooth progress of the equity transfer of a limited liability company, has affected the healthy development of China's economy at a deeper level. Therefore, we must profoundly analyze and research the shareholders' pre-emptive rights regime and its current legislative to explore breakthrough shareholders' pre-emptive rights predicament Solutions, benign operation to safeguard the shareholders' pre-emptive rights system. In this paper, comparison, analysis and other methods, combined with the latest legal theory and judicial interpretations, made a more in-depth discussion of the institutional nature of the shareholders' pre-emptive rights, legal concepts, rules, design, scope, and effectiveness of the vesting and research and From the perspective of foreign practices, related proposal to improve shareholders' pre-emptive rights regime. This article is divided into a total of four parts: The first part is an overview of the system of the shareholders' pre-emptive rights of a limited liability company to introduce the concept of pre-emptive rights of the shareholders, features, and focus its properties, in the comments on the main the doctrine that the dual properties of the shareholders 'pre-emptive rights with the formation of the right and looks right; second part of the legislative reasons and legal basis for the discussion of shareholders' pre-emptive rights, right of first refusal with to maintain the company's co-shareholders in the traceback, protect shareholders vested interests and the expected benefits of the legal function, its legal basis of a profound analysis of the legal basis of the system should be looking forward to the right theory \part of shareholders 'pre-emptive rights of reflection and review of the current legislation, pointed out that the legislative design of shareholders' pre-emptive rights regime following shortcomings: the rules derived moral hazard, the imbalance between the interests in the absence of the right to deadline cure in the form of benefits, such as impairments within Health system difficulties and the funded ratio calculation base, the subject of rights, equity transfer matters, the same conditions, equity transfer price rules are unknown outside the applicable plight; fourth part of shareholders' pre-emptive rights system remodeling that proposed the corresponding countermeasures to address our shareholders 'pre-emptive rights regime predicament and applicable plight, including clarifying the legal concept of shareholders' pre-emptive rights, to optimize shareholders 'pre-emptive rights regime rules, clear the boundary of the shareholders' pre-emptive rights, clear violation of shareholders' pre-emptive legal responsibility initiatives. The main innovation: 1. Clear the nature of the shareholders 'pre-emptive rights, pointing out that the dual attributes of its formation right and looks right; 2. Clear the legal basis of the shareholders' pre-emptive rights, pointing out that its should be \\optimized rule design should be on the \special occasions for performance guarantee obligations be defined, and the proposed criteria, the transfer price of the identification of the \, as well as the shareholders' pre-emptive rights whether partial exercise personal opinion; 6. exercise of the shareholders' pre-emptive rights of shareholders in accordance with the law and infringement of shareholders' pre-emptive legal effect of proposed legislative proposals.

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CLC: > Political, legal > Legal > Chinese law > Economic Law > Corporate law, company law
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