The System Of The Preemptive Right Of The Shareholders

The system of the preemptive right of the shareholders is an important component of the limited liability company. The limited liability company owes the features of human resource integrity and the capital integrity, and because of this, the transfer of the stock rights is subject to certain restrictions. How to arrange the institution in the Company Law has been considered by the legislators of each country. In order to protect the rights of shareholders to transfer the rights freely and do not destroy the fundamental of the human resource integrity of the limited liability company to maintain normal operation of the company. The legal theory and the practice of the transfer of stock rights about the limited liability of company are not mature enough in our country. And this is obvious incompatible with the limited liability company's position in our economic life. Improve shareholder preemptive rights will have a positive impact to the limited liability company and even to our economic development.This article is divided into four parts. The first part defines the concept and the nature of the shareholders preemptive rights. And then analyze the legal basis and the social values of the shareholders preemptive rights. And assess the foreign legislation of shareholders preemptive rights and the article 73-74 of our new Company Law finally.The second part is about the general theory of the shareholders preemptive rights. It analyzes the theory of the Company Law and the controversial issues in the practice.The third part is about the legal practice of shareholders preemptive rights. This part sets out the possible problem when the shareholders transfer the stock rights in our judicial practice. By drawing on the excellent foreign legislation and the views of our country's scholars and writer of this paper gives some suggestions about those issues.The fourth part is about the enforcement program to protect shareholders preemptive rights. There is contradiction about the shareholders preemptive rights between the Auction Law and the Company Law. But the writer believes the auction is a procedure, it can not hinder the shareholders to exercise preemptive rights.