A Study On Shareholder’s Preemptive Right Of Non-transaction

The company law of China lacks unified standards for the application of shareholders’ preemptive right.Dividing the transfer of share into the field of transaction and non-transaction can set a clear standard for the application of shareholders’ preemptive right.The preemptive right in civil law is based on the common relationship and aims at efficient and rational use of property.Among them,the shareholders’ preemptive right also can protect the mutual trust of between shareholders.However,the problem was discovered from the Shanghai land King case.The shareholders’ right of preemption cannot exist as a monarch clause.The limited company is based on capital,and the protection of people combination should be restrained.Misapplied of shareholders’ preemptive right not only influences the free flow of shares,but also affects the price of shares and increases the cost of equity trading.From the perspective of logical deduction,the shares’ transfer of non-transaction cannot provide purchase criteria.At the same time,the shares’transfer of non-transaction usually based upon identity,which conflicts with the value of commercial law.Therefore,the application of shareholders’ preemption is urgently need restricted.It is found that the way to abolish the right of preemption is too radical,and the way to set the details of the application of the right of preemption will make the law tedious.The best solution is to restrict the application of shareholders’ preemption.The company law of China stipulates the shareholder’s right to agree with the shareholder’s preemption system.However,the shareholder’s agreement does not make any difference in the procedure of shares’ transfer,which is exactly the same as the transfer procedure caused by the right of preemption.In the non-transaction area,shareholders’ right of agreement cannot exist alone in view of the free transfer of shares.The preemptive rights of shareholders of non-transaction are reconstructed according to their types.The inheritance,bequest and legacy support agreement on the inheritance law all belong to the ownership transfer of the identity nature and lack the term of price,so it should break through the restriction of the right of preemptive.In addition to the principle of equality between husband and wife,the shares transfer between husband and wife should not be subject to the restriction of the right of preemption.There is no justification for objection to the limitation of the right of preemption by the gift of equity,and the grant of shares should be allowed without consideration.However,in line with the purpose of not encouraging the dormant capital contribution relationship,the shareholders’ preemption rights in the dormant investment relationship should be retained.The compulsory execution procedure is a compulsory procedure,which aims at the realization of the value of the property in the stock right,so it in line with the standard of preemption.