On The Perfection Of The System Of Shareholders' Preemptive Right Of Purchase

The preemptive right of shareholders is an important system in the "Company Law."With the development of commerce,the number of cases concerning the right of preemption has increased.Because the right of first refusal involves the tripartite relationship between the transfer of shareholders,other shareholders and non-shareholder third parties,the legal relationship is extremely complicated.In the process of handling not only the balance of the interests of the three parties should be taken into account,but also the freedom of equity transfer must be fully guaranteed on the basis of the protection of the"human nature" of the limited liability company.Therefore,related cases of preemptive rights have always been difficult in judicial practice.Many difficult problems have plagued judicial workers.The Supreme People's Court of the People's Republic of China promulgated and effective in 2017 stipulates a number of issues concerning the application of the "Company Law of the People's Republic of China"(?)(hereinafter referred to as"The Judicial Interpretation of the Company Law ?"),and it answers many difficult questions.But for many of them the lawmakers have taken a evasive attitude.This article will discuss in detail the places where the system of shareholders' preemptive right is not perfect,starting from the perspective of "The Judicial Interpretation of Company Law ?".Through different judicial precedents in the judicial practice as the entry point,various viewpoints of the team's academic community will be analyzed and screened.Discuss how to achieve the perfection of the system.The article will be divided into four parts for discussion on how to achieve the perfection of the preemptive right system:The first part is the proposal of the problem.It summarizes the problems that the system of preemptive right exists and that cannot be solved in the "Judicial Interpretation of Company Law ?".The listed issues will be elaborated one by one in the later part,with a view to perfecting the system.The second part is divided into two chapters.The first chapter introduces some basic theories of the preemption right system.The second chapter summarizes the highlights and deficiencies of the pre-emptive right provisions in the Judicial Interpretation of Company Law ?.The third part is the focus of this article,divided into five chapters to discuss,focusing on the imperfections in the shareholders' right of preemption system,in order to find the corresponding solution.The fourth part concludes:Through the detailed discussion of the third part,it summarizes the problems existing in the preemptive right system and proposes solutions.How to improve the system of preemptive right put forward the author's suggestions.