A brief discussion on the transfer of equity in a limited liability company.
Published:
2010-07-31
Summary:The strong personality of a limited liability company makes the transfer of shares to persons other than shareholders subject to more restrictions than a joint stock company. China's "Company Law" in the limited liability company shareholders to shareholders other than the transfer of equity, the use of other shareholders of the consent of the right to purchase a combination of double restrictions. In recent years, with the active investment and financing of the company, the change of the company's equity has also shown an increasingly frequent and complex trend, in this context, the "Company Law" Article 72 set up the system of shareholders' pre-emption rights, due to excessive principles, resulting in many differences in understanding and application. This paper combs and summarizes the subject, conditions and period of exercise of the shareholders' right of first refusal, and discusses how to remedy the infringement of the right of first refusal in judicial practice.
Key words:Right of First Refusal
Special provisions on the external transfer of shares of limited liability companies in the legislation of 1. countries.
The limited liability company has the nature of both capital and personal combination, and its personal combination is reflected in the strong personal credit relationship between shareholders, so when shareholders transfer their capital contribution to a third party outside the company, although the proportion of shareholders' investment has not changed, the harmonious and stable relationship between shareholders and mutual trust has been destroyed. Therefore, in order to ensure the internal stability of limited liability companies, the company laws of most countries (regions) impose stricter restrictions on the transfer of capital contributions from shareholders to third parties other than shareholders. In terms of the manner of restriction, there is usually a system of consent (veto power) and preemption, the former of which, as provided in article 45 of the French Commercial Companies Act, "the shares of a company are transferred to a third party unrelated to the company only with the consent of a majority of the shareholders representing at least 3/4 of the company's shares." Article 19 of the Japan Limited Liability Company Law provides that "the transfer of all or part of a shareholder's share to a non-shareholder shall be subject to the consent of the general meeting of shareholders." [1] The latter is as stipulated in Article 367, paragraph 1, of the Macao Commercial Code of the Macao Special Administrative Region of China: "The company shall have priority over the transfer of shares."
It is worth noting that some countries or regions have also adopted the principle of double restriction. For example, Article 6.27 of the US Model Company Law stipulates that in addition to giving other shareholders the right of consent to the transfer of shares to people other than shareholders, paragraph d(1) clearly stipulates the shareholders' preemptive right. [2] Article 111 of the Taiwan Company Law of China also stipulates that "shareholders shall not be approved by more than half of all other shareholders, the whole or part of its contribution may not be transferred to others. Shareholders who do not agree to the transfer of the preceding paragraph have the right of first refusal; if they do not, they are deemed to have agreed to the transfer and agree to amend the articles of association regarding the shareholders and their capital contributions." From the perspective of China's legislation, the second paragraph of Article 72 of the current company law stipulates that "if a shareholder transfers his equity to a person other than the shareholder, he shall obtain the consent of more than half of the other shareholders, and the shareholder shall notify the other shareholders in writing to seek consent on the transfer of his equity. If the other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to agree to the transfer, and more than half of the other shareholders, A shareholder who does not agree to the transfer shall purchase the equity of the transfer; if he does not purchase it, he shall be deemed to have agreed to the transfer;" Paragraph 3 stipulates that "the equity transferred with the consent of the shareholder shall have the right of first refusal under the same conditions. If two or more shareholders claim to exercise the right of first refusal, they shall negotiate to determine their respective purchase ratios, and if the negotiation fails, they shall exercise the right of first refusal in accordance with the proportion of capital contribution at the time of transfer." Obviously, our country has also adopted the principle of double limitation.
The problems of the preemptive right of 2. shareholders in the judicial practice of our country
In essence, the right of first refusal is essentially a restriction on the seller's exercise of ownership, mainly a partial restriction on its ability to dispose. It is at the expense of the legitimate interests of the seller and the third party, in exchange for the protection of the special interests of the preemptive right holder. For the shareholders of a limited liability company, the right of first refusal is a special right granted by law to shareholders, the purpose of which is clear-to maintain the stability of the shareholders of the limited liability company. [3] However, due to the fact that China's current company law is too principled in legislation and lacks corresponding judicial interpretations (neither the (I) nor the (II) of the Supreme People's Court on certain issues concerning the application of the the People's Republic of China Company Law provides for this), there are many disputes in practice and the lack of uniformity in the administration of justice.
How do (I) understand article 72, paragraph 3, of our current company law, "equity transferred with the consent of shareholders"
Article 72, paragraph 3, of China's current company law stipulates the preconditions for other shareholders to enjoy the right of first refusal, one is "the transfer of shares with the consent of shareholders" and the other is "under the same conditions". From the literal meaning, "transfer with the consent of shareholders" refers to the situation that "more than half of the other shareholders agree" is realized according to the provisions of paragraph 2 of Article 72 of the Company Law, that is, the result that the sum of the shareholders who have expressed their consent and the shareholders who have not replied within 30 days from the date of receipt of the written notice "reaches" more than half of the other shareholders. However, there is still another situation in paragraph 2 of Article 72 of the Company Law, that is, the sum of the shareholders who expressed their consent and the shareholders who were deemed to have agreed "did not reach" more than half of the other shareholders ", but the shareholders who clearly expressed their disagreement did not purchase and were deemed to have agreed to transfer, finally realizing" more than half of the other shareholders "(in fact, if there is no shareholder to purchase, the end result is actually the result of achieving the full consent of the other shareholders). In the latter case, whether shareholders do not enjoy the right of first refusal, the author believes that it is open to question. According to the original intention of the legislator, the purpose of these provisions is to ensure the smooth progress of equity transfer, so as to ensure the optimal allocation of social resources, rather than to restrict the transfer of equity. Therefore, under the premise of ensuring the smooth transfer of equity, the vested interests of the original shareholders in the company should be guaranteed between the non-shareholder transferee and the original shareholders, The original shareholders' preemptive right to transfer equity under the same conditions is the concentrated embodiment of this concept. [4] Therefore, the requirement that "the consent of a majority of all shareholders must be obtained" is no longer a substantive obstacle, but only has procedural significance, and the so-called "equity transferred with the consent of shareholders" should include the above two situations.
(II) the subject of the right to exercise the right of first refusal.
Only from the literal meaning of the provisions of our company law, shareholders other than the transferor shareholders have the right to exercise the right of pre-emption, but in practice, the author believes that it should be distinguished:
1. Shareholders who express their consent when the transferor's shareholders seek their opinions.
Some people think that the consent of the shareholder who has agreed to the transfer means the waiver of the preemptive right. If the shareholder advocates the preemptive right after expressing his consent, it is not only against good faith, but also unfair to the transferee, which is not conducive to accelerating the circulation and maintaining the security of the transaction. Therefore, it is considered that "other shareholders" refer to the shareholders who do not agree to the transfer when the transferor shareholders solicit their opinions. In my view, this view is in fact contrary to the purpose of creating a right of first refusal, and from the point of view of maintaining the company's humanity, even if the shareholder agrees to the transfer when it is consulted, it should be affirmed that it has the right of first refusal. At the same time, from a logical point of view, since the transferor shareholder intends to transfer his own equity to other non-shareholders, the consent of other shareholders is required, and the preemptive right occurs when the transfer has been approved but has not yet occurred. When the shareholder who expressed the consent expressed his consent expressed his consent in order to produce this effect, supporting his preemptive right reflects his true meaning. In order to maintain the security and fairness of the transaction, a reasonable request period may be set for such shareholders to exercise their right of first refusal, but it is not appropriate to consider that they do not have the right of first refusal. Of course, this does not preclude the transferor's shareholders from requesting other shareholders to respond to the exercise of the right of first refusal when soliciting opinions, and if the other shareholders expressly waive the right of first refusal while expressing their consent, they can no longer repent at the time of the transfer of shares and claim the right of first refusal.
2. Shareholders who are deemed to have agreed to transfer their capital contributions to the outside world
In the current company law, the shareholders who "are deemed to agree" to transfer their capital contributions are divided into two categories, one is the shareholders who "do not reply within 30 days from the date of receiving the written notice" and the other is the shareholders who express their consent and the shareholders who "do not reply within 30 days from the date of receiving the written notice" and the sum of the shareholders who are deemed to agree does not reach "more than half of the other shareholders, A shareholder who expressly disagrees and does not buy and is deemed to have agreed to the transfer. It is simply deduced from the provisions of paragraph 3 of article 72 of the current Companies Act that shareholders who are deemed to have consented to the transfer should have the right of first refusal, but an analysis in the context of paragraph 2 of that article reveals the contradiction. For the first class of shareholders, if they fail to reply to the opinions soliciting their consent and are finally deemed to agree to the transfer, the company law has stipulated a time limit of 30 days. If they are given the preemptive right, it will actually encourage them to obtain the support of the preemptive right through negative behavior, which is unfair to the transferor shareholders, the transferee and other shareholders who clearly agree, because they not only have to wait for at least 30 days to see what they mean, but also wait for a "reasonable" period when exercising the right of first refusal, which in effect loses efficiency and fairness. For the behavior of the second class of shareholders who should purchase but refuse to purchase, it should be deemed that they have given up the preemptive right by behavior. If this class of shareholders can continue to unconditionally enjoy the preemptive right of shareholders when they transfer their capital contributions afterwards, they are essentially given a right that they have already given up. In practice, it will improperly increase the transaction cost and transaction risk for the transferring shareholders, because once this class of shareholders repents, requiring the purchase of the transfer capital contribution in the name of exercising the shareholder's right of first refusal will make the transaction between the transferring shareholder and the third party passive. [5] Of course, this kind of shareholders refused to buy at the beginning, which may be affected by the factors of transfer conditions. If this kind of shareholders refused to buy under a certain transfer condition, it does not mean that they will refuse to buy under more favorable conditions. On the contrary, if the capital contribution conditions are more stringent after the transfer, it can be presumed that they will also refuse to buy according to the principle of "light to light. Therefore, the author believes that the shareholders who agree to the external transfer of capital contribution should exercise the right of pre-emption, the condition is: a shareholder's external transfer of capital contribution conditions are lower than the original transfer of capital contribution conditions negotiated with such shareholders. If it is satisfied, it can be exercised; otherwise, it cannot be exercised because of its previous implied waiver by way of conduct.
Can (III) partially exercise shareholders' preemptive rights
There is a great controversy in theory and practice as to whether the shareholder's preemptive right can be partially exercised. The first view is that a partial exercise of shareholders' preemptive rights should be allowed. The reasons are: First, the "Company Law" does not prohibit other shareholders from partially exercising the preemptive right, and the law is free without prohibition; secondly, the "Company Law" stipulates that shareholders have the preemptive right, the purpose is to ensure that other shareholders can use the preemptive right. Exercise to realize the holding of the company; third, the equity of a limited liability company is divisible, and the law allows its division and partial transfer. [6] The second view is that the partial exercise of the shareholder's right of first refusal depends on the transferring shareholder. If the shareholder agrees to a partial transfer, it may. The reasons are as follows: firstly, the interpretation rule that the law does not prohibit or free does not apply to the "Company Law" with the color of "public factors"; secondly, without the consent of the shareholders of the transfer of equity, the partial exercise of the preemptive right by other shareholders violates the voluntary principle in the civil law; thirdly, from the perspective of the Contract Law, the number of transferred equity proposed by a shareholder can be regarded as the main clause in the offer, the other shareholders agreeing to purchase only a portion of it is not a commitment but a counter-offer, which must be established with the consent of the transferring shareholder. [7] There is also a view that, in principle, other shareholders cannot partially exercise their right of first refusal, except in one case, where the transferring shareholder transfers the capital contribution to several non-shareholder third parties separately. If a company has two shareholders, A and B, and A transfers its shares to two third parties, A and B, then B can claim the right of first refusal to shareholders only to A or only to B. The reason is: first of all, the right of first refusal is mainly based on a specific purpose, the transferor to choose the object of the transaction to make restrictions, the transaction itself does not limit and destroy. Secondly, under the same conditions, it is another basic rule to exercise the right of first refusal, and the number of transferred shares is also an important part of the transaction conditions. [8]]
The author basically agrees with the third point of view, but another exception should be allowed in practice, that is, when the shareholders of a limited liability company claim to partially exercise the preemptive right, the transferee should be allowed to make a choice, that is, when the transferee agrees, It can only accept the remaining equity outside the original shareholder's exercise of the preemptive right, so as to meet its requirements for becoming a shareholder. When the transferee is unwilling to transfer the remaining shares, the transferor may require the old shareholder claiming the right of first refusal to transfer all the shares to be transferred, and if it does not transfer all the shares to be transferred, it shall be deemed to have waived the right of first refusal. This has been recognized by some local courts in legal practice. For example, Article 49 of the Opinions of the Higher People's Court of Shandong Province on Several Issues Concerning the Trial of Corporate Dispute Cases (for Trial Implementation) stipulates that when a shareholder transfers equity to a non-shareholder, other shareholders claim priority If the purchase of part of the equity is deemed to have given up the right of first refusal. However, the transferor agrees to the partial purchase of other shareholders, and the transferee agrees to continue to purchase the remaining shares.
(IV) How to Determine the "Equivalent Condition" in the Shareholder's Preemptive Right"
Theoretically, the basic rule for exercising the right of first refusal is that the right of first refusal has priority over a third party under the same conditions. The rule reflects the balance of interests between the right of first refusal and the owner: the right of first refusal can only be protected by the trading opportunity, not because of its right of first refusal to get the preferential treatment in the transaction. This is the basis for determining the equivalent conditions in the right of first refusal.
China's company law does not provide a detailed explanation of "equal conditions", some view, from the original intent of the legislation, should mean that under the same price conditions, other shareholders have the right to buy first. [9] However, this view is biased, and many articles, when addressing the connotation of equivalent conditions, have raised the controversy of absolute equivalence and relative equivalence, and more consistently tend to favor the latter. In addition, there is also a compromise view that the same conditions should be determined as absolutely consistent conditions as far as possible. If it is really necessary, it can be determined as relatively consistent conditions. At the same time, no matter which way to determine the same conditions, it should mainly refer to the same price. For the necessary terms such as performance period and payment method in the transaction conditions, the same should not be demanded. The same understanding of non-price terms should first be based on the guarantee that the seller will be able to fully realize the benefits of the transaction, such as the seller's agreement to the third party to pay in instalments over a longer period of time or to deliver and pay later, based on the seller's trust in the third party. When a pre-emptive right holder claims a pre-emptive purchase, it is clear that this cannot be done, but should be re-determined in accordance with the principles of trading practice. [10] In practice, in order to reflect fairness and facilitate implementation, the author prefers the last view.
Period for the exercise of preemptive rights of (V) shareholders
China's current company law on the exercise of shareholders' right of first refusal is not clearly defined, there are views that this is because there are many uncertainties in practice, in order to ensure the discretion of judges. However, the author believes that as a civil right, it should have restrictions on the period of exercise, otherwise it will make social relations in a state of instability for a long time, which obviously violates social fairness and the safety of both parties to the transaction. Then, when should the exercise of the preemptive right of shareholders start to be counted? How long will the right be lost if the shareholders neglect to exercise? As for these problems, the following will analyze and discuss them one by one.
1, the exercise period of the starting.
It has been argued that the period of exercise of the shareholder's preemptive right should be based on the time when the transfer contract is established between the transferring shareholder and a third party. The reason is that the contract for the transfer of foreign capital contributions is not established, there is no equal condition without certain contract terms, there is no basis for the establishment of shareholders' preemptive right, and there is no third party, there is only the problem of purchase, there is no problem of preemptive purchase. However, it should be noted that the contract between the transfer shareholder and the third party is also legally binding, and once the other shareholders claim to exercise the right of pre-emption, the transfer shareholder must bear the liability for contracting negligence to the third party. This is bound to cause disputes of legal interpretation is obviously unreasonable. Another view was that the period of exercise of the right of first refusal should begin when the seller publicly expressed its intention to sell and, if the seller did not fulfill its obligation to notify and sold directly, when the right of first refusal knew or should have known that its right of first refusal had been violated. [11] The author believes that in order to protect the preemptive rights of other shareholders, the transfer intention should include the conditions of the transfer, that is, the exercise period of the preemptive rights of shareholders should start from the time when the transferor shareholders publicly express the transfer intention and formally notify the transfer conditions. If the transferor shareholders fail to fulfill their notification obligations, they should start from the time when the preemptive right holder knows or should know that their preemptive rights have been violated. The relevant provision of the right of first refusal in the French Civil Code is that the seller will notify the right of first refusal of the price and conditions it intends to give, together with the name and occupation of the third party. This is worth learning from.
It is important to note here that the start of the exercise period is relative to the established conditions. Whenever the transferor's shareholders determine a more favorable transfer condition, the exercise period of the shareholder's right of first refusal shall be recalculated. That is to say, if the transfer conditions of the transfer shareholder and the third party are more favorable than the transfer conditions notified to other shareholders in advance, the original non-purchase expression made by other shareholders will not have legal effect on their preemptive right, and they can still enjoy the preemptive right within a reasonable period after knowing or should know the transfer conditions of capital contribution.
2. Survival during the exercise of the right of first refusal
China's current company law does not stipulate the duration of the preemptive right. In other cases involving the preemptive right, such as the preemptive right of the co-owner, the law does not clearly stipulate it. Therefore, some people think that this kind of legislative phenomenon is that legislators take into account the complexity of the actual situation and leave room for judicial discretion. Therefore, how long is a reasonable period of time, it should be determined by the judge based on a combination of factors such as the subject matter of the equity transfer transaction, the actual condition of the parties to the transaction, the condition of the company's operations, and the duration normally required for similar transactions. [12] However, the author believes that in view of the current situation of judicial practice in our country, it is not conducive to the unity of justice and is easy to cause controversy in practice. In view of this, some local courts in my country have given clear provisions on this. For example, Article 48 of the Opinions of the Higher People's Court of Shandong Province on Several Issues Concerning the Trial of Corporate Dispute Cases (for Trial Implementation) stipulates that shareholders inform other shareholders of the transfer price and other major conditions. And require other shareholders to reply within a limited period of time. If other shareholders fail to reply, they shall be deemed to have given up their preemptive rights. The time limit for reply shall not be less than 30 days. The provision first affirms that the transferor shareholder has the right to limit a reasonable period of time to require other shareholders to reply, and at the same time, sets the minimum reasonable period of 30 days, which is worth learning in practice. At the same time, Article 73 of China's current company law stipulates that "if the people's court transfers the shares of a shareholder in accordance with the enforcement procedures prescribed by law, it shall notify the company and all shareholders, and other shareholders shall have the right of first refusal under the same conditions. If other shareholders do not exercise their right of first refusal within 20 days from the date of notification by the people's court, they shall be deemed to have waived their right of first refusal." Before the introduction of the relevant judicial interpretation, it is also a reference to solve the duration of the right of first refusal.
(VI) whether the articles of association can limit the preemptive right of shareholders.
In practice, some companies in the formulation of the articles of association, in order to ensure the circulation of equity, may impose certain restrictions on the shareholders' right of first refusal, such as a limited liability company's articles of association agreed that "when the shareholders of the company to the shareholders outside the company, the other shareholders of the company expressly waive the right of first refusal under the same conditions." Is such an agreement valid? The author believes that, based on the spirit of corporate autonomy and shareholder autonomy, the company law allows the articles of association of limited liability companies to reasonably limit the scope of the subject of the transfer of equity in order to maintain and strengthen the human nature between shareholders, China's current "Company Law" Article 72 paragraph 3 also stipulates: "the articles of association of the company has other provisions on the transfer of equity, from its provisions". Since the new company law advocates the legislative orientation of corporate autonomy, the validity of the articles of association should not be denied as long as they do not violate the mandatory provisions of the company law. Through the analysis of this paper, the purpose of the so-called preemptive right of shareholders is to set a restrictive condition to maintain the stability of the shareholders of a limited liability company on the basis of the company's personality, and the shareholders have the right to choose whether to use this condition to maintain the company's personality. Therefore, from the nature, the preemptive right is a relief right that other shareholders can choose from by law, if it knowingly and voluntarily waives the exercise of this priority, it has no effect on the company's human nature and the stable operation of the company, such a charter agreement shall be legal and valid.
How to deal with the infringement of the preemptive right of the shareholders of a 3. limited liability company
In practice, it is often the case that the transferring shareholder fails to inform other shareholders of the transfer matters or the transfer price, thus making it impossible for other shareholders to exercise the right of first refusal, which should be considered in judicial practice by distinguishing the following circumstances.
(I) the transfer of shares is approved by more than half of the other shareholders, the transferring shareholder fails to inform the other shareholders of the transfer conditions, or the actual transfer price is lower than the informed price conditions.
In the case of a transfer of shares, it is not with the consent of a majority of the other shareholders that the transferring shareholder may transfer the shares at will without any restrictions, but rather to provide the possibility for the other shareholders to exercise their right of first refusal, such as informing the conditions of the transfer and giving the necessary period of consideration. If the transferring shareholder fails to perform the above-mentioned obligations or improperly performs the above-mentioned obligations, it will result in the other shareholders' right of first refusal being effectively suspended, which will seriously damage the legal rights of other shareholders. At this point, other shareholders should be given the right of avoidance, but the exercise of this right of avoidance should be conditional, I .e. the shareholder requesting avoidance should purchase the equity on the terms of the transfer in the canceled equity transfer contract or the actual equity transfer, otherwise it should not be supported. In legal practice, some local courts in my country have affirmed this. For example, Article 47 of the Opinions of the Higher People's Court of Shandong Province on Several Issues Concerning the Trial of Corporate Dispute Cases (for Trial Implementation) stipulates that shareholders transfer their equity with the consent of more than half of other shareholders. But without informing other shareholders of the transfer price and other content and entering into an equity transfer contract with non-shareholders, or the actual equity transfer price is lower than the price notified to other shareholders, other shareholders may apply to the people's court to cancel the equity transfer contract. If the people's court revokes the equity transfer contract, the other shareholders applying for revocation shall inherit the rights and obligations of the equity transfer contract. If other shareholders who have not applied for revocation also claim to purchase the equity, they shall be dealt with in accordance with the third paragraph of Article 72 of the Company Law.
(II) transfer of shares without the consent of a majority of the other shareholders
According to the analysis of this paper, when the shareholders of a limited liability company transfer their shares to people other than shareholders, the stipulation that "the consent of more than half of all shareholders must be obtained" is not a substantial obstacle, but only has procedural significance. Therefore, if the shares are transferred without the consent of more than half of the other shareholders, what is violated is still the preemptive right of shareholders, and other shareholders have the right to request the court to revoke the equity transfer contract. However, should the shareholder requesting revocation purchase the transferred equity? How to agree on the transfer price? Some views hold that the shareholder requesting revocation should purchase the transferred equity, but the purchase price is not the price agreed in the equity transfer agreement, but should be determined by both parties through negotiation. [13] The view has been expressed that it is up to the shareholder's choice whether to make a simultaneous purchase request, and that if the shareholder requesting revocation makes a simultaneous purchase, the price agreed upon in the revoked equity transfer contract shall prevail, unless otherwise agreed between the transferring shareholder and the purchasing shareholder. [14] the author thinks that since the legislation purpose of the company law is to protect the smooth transfer of equity, it is necessary to give other shareholders the right of revocation in the case of defects in the equity transfer procedure, but the autonomy of the transferring shareholder over the equity held by him should also be respected, because he can still reach an agreement with the transferee shareholder again and improve the relevant procedures, although other shareholders can exercise the preemptive right in the second transfer, it actually increases the cost. Therefore, the shareholder applying for revocation can be required to purchase the transferred equity when applying for revocation. However, when determining the transfer price, it is often difficult for the transferor shareholder and the shareholder exercising the revocation right to reach an agreement on the transfer price of the equity, the forced determination of the transfer price based on the appraisal price or other price is suspected of violating the autonomy of the transferring shareholder, so it is still appropriate to use the price agreed upon in the revoked equity transfer contract. Of course, if the shareholder requesting the exercise of the right of avoidance does not agree to acquire the shares at the same price, it does not prevent it from holding the transferor shareholder liable for tort or breach of contract.
To sum up, due to the contradiction between the principle of legislation and the diversity of practice, some disputes will inevitably arise in practice. For the protection of shareholders' preemptive right discussed in this paper, before the corresponding judicial interpretation is issued in legislation and judicature, the author suggests that shareholders can formulate more detailed and effective agreements on equity transfer within the scope of legal provisions when formulating the articles of association of the company, and in the event of a transfer of equity to a person other than a shareholder, it is carried out in strict accordance with the provisions of the Company Law and the Articles of Association of the Company in order to minimize disputes and thus improve the efficiency and security of the transaction.
References:
[1] Jiang Ping and Li Guoguang: Interpretation of the Latest Provisions of the Company Law, People's Court Press, January 2006, p. 223
[2] Qi Qi: "Analysis of Difficult Problems in Company Law", Law Press, February 2006, p. 81
[3] Qi Qi: "Analysis of Difficult Problems in Company Law", Law Press, February 2006, p. 82
[4] Wang Xinxin and Zhao Fenping: "Three Discuss on Legal Issues of Equity Transfer of Limited Liability Companies", May 9, 2003, People's Court Network
[5] Gao Guohua: "Research on Shareholder Priority Issues Involved in Litigation", June 29, 2004, People's Court Network
[6] Wang Xinxin and Zhao Fenping: "Re-discussion on Legal Issues of Equity Transfer of Limited Liability Companies", "People's Court News" Theory Special Edition, July 19, 2002
[7] Torrent: "Talking about the preemptive rights of shareholders of limited liability companies", People's Court Network
[8] Gao Guohua: "Research on Shareholder Priority Involving Litigation", June 29, 2004, People's Court Network
[9] Qi Qi: "Analysis of Difficult Problems in Company Law", Law Press, February 2006, p. 82;
[10] Wang Liming: "Preemptive Right in House Sales", "Chinese Civil Law Cases and Academic Research", Law Press, 1998 edition, p. 134
[11] Tang Liu Jian'an: "Research on Some Issues of the Right of First Refusal System", People's Court Network
[12] Gao Guohua: "Research on Shareholder Priority Involving Litigation", June 29, 2004, People's Court Network
[13] Wu Qingbao: "Expert Judges of the Supreme People's Court Explain Difficult Issues in Civil and Commercial Judgment", People's Court Press, May 2007, p. 127
[14] Liu Junhai, "Institutional Innovation in the New Company Law: Legislative Debates and Interpretation Difficulties", Law Press, November 2006, p. 320.
(This article won the second prize of 2010 Jinan excellent lawyer paper)
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