股东优先购买权制度研究

除有限责任公司外,股东优先购买权制度也应适用于非公开发行的股份有限公司,并适用于股份有偿转让的所有情形。股东优先购买权应统一为缺省性规则。在股份交易转让时,只有反对股东方能行使优先购买权。作为优先购买权的行使条件,同等条件之要求不应绝对恪守。在股份交易转让中,优先购买权的行使期限应加以明确。

Research on the System of Shareholder's Pre-emption Right

Besides the limited liability corporate,shareholder’s pre-emption right should also be applied in the corporate limited by shares which has not made public offering,and should be applied to all cases of paid transfer of shares.This right should be default rule.If shares are transferred through trading,this right should be given to the shareholders who are against the transfer.As the exercising condition of shareholder’s pre-emption right,the same level condition should not be followed absolutely.When shares are transferred through trading,the exersize period of this right should be clearly defined.