A Research On Institutional Conflict Between State Stock Right Transfer And Institutional Shareholders’ Pre-emption Right

The seventy-second regulation in "company law" stipulates limited liability company, the shareholdersshall have preemptive right when the other shareholders transfer its equity, and this is due to the limitedliability company has the characteristics of the integration, information integration. At the same time,article54in state-owned enterprises Assets Laws stipulates that the transformation of state-owned assetsshould follow the Admission system and bid in public. However, the admission system and shareholder’spreemptive right conflict each other. Public bidding involves bidding and auction, which are avail to thestate-owned assets to realize rational allocation of resources."Auction law" regulates bidders have equalright as transferee. When limited liability company transfer its state-owned shares, the shareholder’spreemptive right conflict with equal right of refusal under auction system, even in danger of beingcompletely excluded.The conflict between the rules and regulations is just appearance, the real reason of conflict is thedifferent interest body of different department rules and regulations. Preemptive right system is to protectthe legal person of its company, but admission trading system is to guarantee of the value of state-ownedassets, the auction system is to protect the stability of the auction order. And the author thinks that the valueof state-owned assets should be in the first place, it not only involves the interests of the state, but alsoassociates with social interests and public interests. Therefore, we should put the admission trading systemin the first place when we deal with conflict between three big system. For the preemptive right and auctionsystem, giving priority to the preemptive right can effectively improve the efficiency of the state-ownedequity transfer, so we can give some attention on auction system when we use preemptive right. That is tosay, the main aim to establish preemptive right in the state-owned equity transfer of limited liabilitycompany is to add the value of state-owned assets, balance the interests of the public, besides, we shouldtake the individual interests of shareholders into consideration, and establish a perfect benefit balancemechanism.Along with the further development of reform and opening up, we cannot only care the maximizationof public interest and ignore individual interest when we deal with relevant issues, the establishment of preemptive right of state-owned equity should be for the purpose of harmonious development of economy,but a simple egalitarianism or one-sided. State-owned equity transfer priority should be established underthe premise of perfect relevant system, it not only can make the transferee be fair and impartial toparticipate in the transfer process, but also can be more scientific and effective to reduce transfer cost,maintenance staffs closer, realize the harmonious along between shareholders, the shareholders and thethird person, and form fair and reasonable interest. This is the core content of the harmonious society, and itis also the basic requirement of the scientific outlook on development.This article discusses priority purchase system, admission transaction system and the auction systemof the state-owned stake in the limited liability company, as well as the conflict caused in three systemproduces, the aim is to find a benefit balance between the three benefits, and to seek the solutions.