对《公司法》第72条股权转让的解读和建议

Analysis and Proposal on Article72 of Corporation Law

修改后的《公司法》对转让股权的股东身份未作区别,是一个缺陷。对自兼董事、监事的股东的控股股东,其股权的对外转让不应使用“过半数”,而应获得四分之三以上的股东甚至全体股东的同意;股权转让中“同等条件”的转让价格,一方面采用单一的股权转让价格,即采用综合评估与协商确定转让价格,另一方面赋予其他的股东异议权,认为价格不合理,可申请鉴定或者直接诉诸法院。

After the modification of Corporation Law, the identification ownership of a share hasn＇t been distinguished. This is a bug. As for of the shareholder who transfers the those shareholders who are the board director and the shareholder, the transfer of their ownerships shouldn＇t use＂ more than one half＂ but should acquire the approval of above three quarter of shareholders, even all shareholders. The price of the transfer of ownership should adopt a unique price that is decided by the comprehensive evaluation and negotiation; meanwhile the other shareholders have the objection rights, if they think the price unreasonable, they can apply for authenticating or make an appeal to the court directly.