| State-owned assets of enterprises are the rights formed by the country contributingto the enterprises with various forms of capital.To prevent loss of state-owned assets,state-owned equity transfer has more strict and special trading rules, namelystate-owned equity transfer must be traded in-court. In fact, trading in-court rulesrestrict the enterprise state-owned equity transfer methods and procedures strictly.However, the company law gives the limited liability company’s shareholderspreemptive right, this right is a legal right, nobody can deprive it away. In order tomaintain the company cohesion, shareholders can claim their rights priory to theothers.If state-owned equity transfer points to the limited liability company, due to thedifferent legislative purposes of the state-owned equity transfer system and the systemof shareholder’s preemptive right, the systems may be hav some conflicts. Forexample: state-owned equity must be traded in-court, but other shareholders of thecompany exercise their preemptive right if they trade in-court? State-owned equitytransfer must trade by public bidding, but the other shareholders of company exercisetheir preemptive right if they participate in bidding? This paper will take the "equitytransfer dispute" as an example, and analysis the conflict between two systems, tryingto find an effective system of cohesion.This article has three parts:The first part: the case description, the focus of case. This part mainly introducesthe details of case, and raises the specific problem to solve in this paper from thefocus of case.The second part: the legal analysis of issues. This part mainly analyses two basicissues: the transfer of state-owned shares and the shareholder’s preemptive right, andexcavates their conflicts and contradictions deeper.The third part: the system of cohesion. On the basis of the analysis, the authortries to make the legislation better, and build specific, operational norms to constructan effective cohesion system. |
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