The Exercise Of Shareholders’ Pre-emptive Rights In The Auction

The auction of the shareholder’s preemption exists conflict of laws, the dilemma is this:if the other bidders offer the highest price after exercise the priority purchase right allows the company shareholders, will break the expectations for the traditional auction rules, the bidder’s interests cannot be protected; and if shareholders to participate in the bids, the priority the right to buy "priority" no to reflect,"co-author and harm to the company".Auction can exercise the shareholder’s preemptive right scholars mainly have three kinds, preemptive right of shareholders to exercise in the auction, there are "price law" and "reserve price method". This paper analyzes the nature, the exercise of shareholder’s preemptive right way, effect, think of shareholder’s preemptive right is a kind of right of formation, opportunistic, means, with the nature of the rights, the "same conditions" is the essence of shareholder’s preemptive right exercise. Then the analysis of the basic principles of the auction system, considers the judicial auction shall also be subject to "auction law" adjustment, exercise the right to auction the natural exclusion of shareholder’s preemptive right. The Supreme People’s court "auction, the sale of property of the provisions of article sixteenth of the solution, change the "auction law" the highest price offered by the fundamental principle, increase the auctioneer to auction the obligation, not the auction; increase the priority purchase right person’s duty. Shall exercise the shareholder’s preemptive right should not be established in the rules of the auction. Auction in the exclusion of shareholder’s preemptive right exercise is not the inevitable impact of the company’s "people-combined", not necessarily harm the survival and operation company.