The article begins with the rights and responsibilities of the preferred stock. Although the preferred stock represents a type of corporate finance, it is somewhat contradictory between its nominal characteristic and its practical application. From the purely legal point of view the preferred stock is a type of ownership and thus means a classification similar to that of the common stock. And the preferred stock is not like the corporate bonds, the preferred stock does not contain any promise of repayment of original invetment; and as far as the shareholders are concerned, this must be considered as a permanent investment for the life of the company. Thus, we can think the special character of the preferred stock lies in its adherence to the common stock. Compared with the MBCA and DELAWARE CORPORATION LAWS, we also learn the arguments of the cases relating to the rights of the preferred stock. When a company issues the preferred stock, of course, she regards the provisions of the corporation law as contents of the contract, and she also considers other merits as the issuing conditions. So, when we discuss the rights and responsibilities of the preferred stock, we have to think the meaning of any conditions, for example, “Non-cumulative Preferred” or “Voting Control" and so on. Finally, we try to compare it with Japanese Commercial Law. Unlike U.S., Japan is a country adopting statutory law which shows the same situation as Taiwan. We want to research the Japanese Commercial Law with a view to finding out the defects and merits of our company law.