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有限责任公司是公司一种重要存在形式,其法律特征是兼具资合性与人合性。出于对有限责任公司法律特征的考虑,股东优先购买权应运而生。我国《公司法》虽对股东优先购买权作了相应规定,但在实践中并未产生预想效果。从法经济学分析来看,其原因在于法律对股东优先购买权的产权界定并不明确,当前立法模式和相关规定未能最大程度的节省交易成本、实现效益最大化。在今后股东优先购买权的立法完善中,以法经济学视角入手研究股东优先购买权不失是一种好的方式。
A limited liability company is an important form of existence of the company, and its legal features are both the nature of both comparability and co-existence. Due to the legal characteristics of limited liability companies, the stock right of stockholders came into being. Although the “Company Law” of our country made corresponding provisions on the preemptive rights of shareholders, it did not produce the expected results in practice. From the perspective of law and economics, the reason is that the law does not define the property right of shareholders preemptively. The current legislative model and related regulations fail to save the transaction cost to the maximum extent and maximize the benefits. In the future improvement of the legislation of shareholders’ preemptive right, it is a good way to study the preemptive right of shareholders from the perspective of law and economics.