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The Third Party Interests’ Protection under the External Transfer Equity of Limited Liability Corporation

Author: HuDie
Tutor: ZhengShuGuang
School: Ningbo University
Course: Civil and Commercial Law
Keywords: External transfer equity a third party protection of interests
CLC: D922.291.91
Type: Master's thesis
Year: 2010
Downloads: 27
Quote: 0
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Abstract

With the development of modern corporation law, the system designs gradually from the interests of shareholders turn to the balance of various parties interested. In the process of equity transfer to a third party, due to the existence of preemptive rights of shareholders, the interests of the third party have been largely damaged. Therefore, we need to protect the interests of the third party, so that it can improve the Transaction security degree, so as to ensure the smooth operation of market economy.Part one, anglicized the value of the third party interests’protection system from different angles, and then discussed the necessity of the third party interests’protection system from the theoretical and empirical levels. Through protecting interests, it reflected the safety of transactions, and can improve economic efficiency, and also can offset the defect that Limited Liability Corporation stock had no security secondary market to flow. Finally, through the study of continental law system and common law countries about the third party interests’protection system, we proved the legitimacy of the third party interests’protection system from the other side.Part two, under the circumstances of the same stock has been sold twice, the legal status of each corporation parties have been discussed. The contract which violated the shareholders preemptive right terms is ineffective. The ownership changing of the equity has its own effectiveness level, therefore, in different levels, the third party interests realization ways of protection is also different. If we are in a 2-sell cases, to ensure the interests of a third party, it shall be to perfect related corporation laws, such as the provision set for“enabling rules”, as well as the“first refusal”or“first optional”provision such as common law countries.Part three, discussed the properties of preemptive rights of shareholders. It seemed like the creditor’s rights of property; therefore, it is different from the priority with other civil right. Therefore, in the process of equity pledge setting and implement, there should be some special protections for the interests of a third party.Part four, we explored under the bidding mode of the equity transfer situations, and how the protections for the interests of a third party can be realized. By solving the conflict of laws between corporation law and auction law, the protections for the interests of a third party had been realized. Since the transfer of state-owned equity also has this kind of problem, this part through way of case analysis, to discuss the protections for the interests of a third party during the transfer of state-owned equity.

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