| Since the promulgation and implementation of new Company Law of the People's Republic of China (CLPRC), the research of some system in the Company Law has never been interrupted. The thesis is focusing on the Article 72 of CLPRC. In this thesis, I'd like to have a deep analysis on deficiency of regulations of the shareholder's preemptive right(PR) of the limited company, using many ways as the analysis of law and economic, the comparative law and so on. The thesis is composed of four chapters.The first chapter goes with the historical robot of the regulation limits to shares transferring to outsiders in China. The new and old law has also been the mode adopting both a consent right and PR., which cause the problems in the practice of legislation and judicature in our country.The second chapter is inquired into the lawmaking mode of the regulation limits to shares transferring to outsiders in some countries of the world with the methods of typificative law and comparative law. Though the comparison and analysis, I got the conclusion of this chapter is that PR mode should be prescribed in CLPRC, without a consent right in it. The PR will be focal point of the work in the further legislative and judicial interpretation. The third chapter is about the law fundamentals of the shareholder's preemptive right. In the chapter, I have an academic analysis on the subject, the legal nature, the features, the jurisprudence foundation and system value in the four corresponding aspects of PR in CLPRC. And I have a pointed discussion with these aspects in Company Law in China.The last chapter presents the problems of exercising the shareholder's preemptive right, which include exercise elements, as subject, conditions, procedure, and time. Besides, I have researched the definition of the Same Conditions, and some problems about the particular exercise like partial exercise, exercise in the forcible execution procedure as auction. Moreover, I've given some suggestion about how to perfect the bylaw.
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