A Study On Legal Issues Of Preemptive Rights Of The Shareholders

The limited company combines the character of capital joint of stock companies and the character of personal joint of partnership enterprises. Its character of personal joint requires shareholds of the company to trust each other and keep the stable relationship with other members of the shareholders. And it further requires to limit the transfer of shares to non-shareholders. So the limited company law entitles shareholders preemptive rights to buy the shares to be sold to non-shareholders. However, preemptive right regime has caused a lot of controversy. Legislators and scholars around the world all have been thinking about the issue on how not only to protect the rights of shareholders to transfer shares freely, but also to maintain the trust relationship between the shareholders of the limited company.This paper takes comparative-analysis measures, a comparative study of relevant legal institutions and judicial practices in other countries, to find something useful to our legislations and practices in our own country. This paper also takes a case study approach, and analysis cases with significant impacts. Shareholders’preemptive right regime is a practical system of company law. Studying cases will help us to understand it better. This paper is divided into three parts, the preface, the mainbody and conclusion.The text of mainbody also consists of three chapters.The first chapter focuses on the theoretical aspects of preemption right, including the concept of preemption rights, the system value, its nature, foreign institution relevanted and present regulations of Chinese legal system.The second chapter studies the controversial issue of pre-emptive rights existing in Chinese legal rules and practices.The third chapter provides suggestions on improving Chinese legal system of preemptive rights, such as making clear the price of shares to be transfer when in dispute.