Remedies For Damage To Shareholders' Preemptive Rights Under The Autonomy Of The Articles Of Association

Shareholders' pre-emptive right is an arbitrary norm in Article 71 of Company law.Big shareholders may alter its articles of association to restrict the right of pre-emptive right of shareholders.The norm lead to minority shareholders' pre-emptive right can not be protected properly.In this paper,on the basis of relevant theory of domestic scholars and the judicial practice,we can see that there is no proper remark measures to retrieve minority shareholders' loss.Through the continental system and the common law of the representative countries of the relevant provisions of the investigation,this article analyzes and put forward relevent institutional arrangement,which include preventive management and remark measures to protect minority shareholders' pre-emptive right.Preventive managements like exit system of shareholders and place restriction on voting power.Remark measures like give minority shareholders the right to claim for unfair damages.