《公司法》在股东优先购买权的制度设计方面存在着权利主体规定不明确、画蛇添足地要求“同等条件”以及未规定权利行使期间等方面的缺陷,尤其是将异议股东强制购买义务与其杂糅进同一法条,而该义务的设计则是为保障股东有转让股权并退出公司的权利,这就造成了一系列理论和实践上的困惑。 The “Company Law” has some defects in the system design of shareholders’ preemption right, such as the unclear rules of rights, the “equal conditions” and the failure to stipulate the periods during which the rights are exercised. In particular, However, this obligation is designed to protect shareholders’ right to transfer their shares and exit the company. This creates a series of theoretical and practical puzzles.