Shareholders Pre-emptive System Research

The system of shareholders pre-emptive rights in the field of company law has played an important role. Because the national economy has become more market-oriented, the existing The problems of system of shareholders pre-emptive rights in the field of company law in technology has become increasingly prominent, such as the procedural requirements are not perfect, some legal concepts are relatively vague, general principles of certain provisions has operational difficulties, resulting in the differences of the practice of uniform judicial practice. Thus, how to balance the interest between the stability of the human joining and the flow of private rights, how to grasp in practice reasonably and how to balance the interests between the right of first refusal and the third, become a problem worthy of study.This paper attempts to consider the theoretical basis of the system belong to the pre-emptive rights of shareholders as the lead point, more combines the practice of the current domestic situation, analyses and demonstrates the rules of transfer restriction, the conflict in the double transfer of share, the exercise right of first refusal in the theory and practice challenges faced in areas and so on, in order to make a number of problems to be solved on the feasibility of the proposals put forward. This article is divided into introduction, body and conclusion parts, body parts of four chapters.The first chapter focuses on the theoretical basis of the shareholders pre-emptive rights regime, primarily through the definition of the priority right, first refusal, the shareholders pre-emptive rights and other concepts, combined with the significance of the autonomy, maintaining co-author of shareholders, maximize efficiency and the third benefits, in the pre-emptive rights regime, to reveal the purpose and necessity of setting the shareholders pre-emptive rights regime. The second chapter introduces the basic regulations of share transfer restrictions in the existing company law, and through a combination the enactment of legislation of Japan, France and the United States and other countries to further clarify the practical significance of the principles of difference of stock transfer limited. The third chapter share transfer dispute with the typical cases as a starting point, by listing differences around the current judicial practice to analyze how to identify whether the equity transfer agreement in the double transfer is in effect, and try to learn from other laws of civil law to improve the proposed solution to the problem program. The fourth chapter discusses specific idea that how to improve the system of shareholders to exercise of preemption. By combining some typical problems and theoretical controversy encountered in the judicial practice, the author tries to provide the improvement programs and proposals by analyze defects and the corresponding of the provisions of Act 72 of the elaborate svstem of rules...