The Study Of The New Share Issuance Institution In Company Law

The current treatise analysed the new tendency in contemporary company law and make an research in the theory,rules and new development of the new share issuance institution in company law.The article make an study on the basic theory of the new share issuance institution in company law. Several suggestions are made in the end of the article in order to renew the company capital system and the new share issuance institution of the company law of our country. The thesis consists of seven chapters except preface and conclusions.The first chapter mainly talks about the basic theory of the new share issuance institution in company law.The new share issuance means that refers to a limited liability company or joint stock limited company after the establishment issue new shares as a way to raise money in order to expand the scope of business or business scale . The concepts of new share issuance are different from that of the capital increase, ipos and refinancing and they also have contacts. The company capital raise system is generated in the need of the Times and the financing system are in persist development. In order to better play the role of raising capital ,the legal system design should respect the individual freedom, meet investment demand and adapt to the development of The Times. Also, the balance should be made between the different values. Traditional company capital principles are criticized and the new company capital principles should be constructed on the foundation of the new realization of legal meaning of the company capital correctly.That are the capital changing principle, capital transparent principle and capital liability principle.The second chapter discussed the basic framework of the common new share issuance institution, including the decisions, the conditions, the object and the effectiveness. For the deciding of the new share issuance,the authority should be rationally allotted.Generally speaking, the directors of the company are more familiar with business practices,so the right to deciding should be allotted to the board of directors according to the actual situation.But, the shareholders should keep the power of approval. The condition of the issuance should be relaxed to help to improve the financing ability of the companys. For the public issuance of new shares, there should be certain limits to protect social interests. Especially for listed companies, it is necessare to put their social responsibility as its ipo conditions. The object of new share issuance are shares, but according to the company law of other countries,the companys have right to issue different kinds of shares in order to meet the diversified demand of the investors. For the validity of the new share issuance, the company's capital will be changed, and the issuance of stocks in the company will be accompanied.The third chapter discussed the regulation of the price of the new share issuance.Firstly,the article make a research in the legal definition and the principle of the pricle of the new shares.Secondly,for the shares issued in the same time,the price should be the same.Only in particular situation,the shares can be issued in different shares.Thirdly,for the price of the new shares issued in different times,the legal regulation faces huge difficulties.In venture investment contract,people will make some contractual arrangement to solve this problem.The fourthly, The problem of the par value and the issuance in discount is discussed.The fourth chapter make a discussion in the institution of the special new share issuance.The special new share issuance is a concept that different from that of ordinary new share issuance.Its purpose is not limited to raising money.The institution of the new share issuance is relevant to the enlargement of the company ability.The specil new share issuance have many types.The current trestise mainly discussed the followings.The issuance to realize the conversion rights, the issuance to realize the right to subscribe,the issuance to realize the M&A,the issuance to realize the defense of the hostile takeovers, the issuance to realize the stock ownership incentive and the internal issuance. Special new share issuance in China's capital markets has provoked much controversy, the system of that should be perfected gradually.The fifth chapter discusses the new share option. Shareholders option rights is reduced to a kind of double-layer structure and is divided into abstract option and specific option. Meanwhile, the new share option system has some values and also certain limitations. For the nature of stock option, there exist a certain degree of controversy. The foreign countries' legislation on this system showed great differences, but its function is the convergence, that is,to trying to make a balance between efficiency and fairness. In the exercise of stock option, there are some situations are controversial.The sixth chapter mainly discussed the the definition of violation on the pre-emptive right of shareholders and the ways to improve it.Include two points.Firstly it is the acknowledgement of such violation,an acknowledgement standard is proposed in this chapter.Second is the validity and legal protection of the preemptive right of shareholders,the author suggests that the legal protection and redress of preemptive right of shareholders should be improved in consideration of each party's interest.The seventh chapter make several suggestions in the company capital system and the new share issuance institution.In the 21st century,the company of the western countries are changed a lot.Two factors are very important.the first one is globalization and the second one is the economy based on knowledgement.The basic rules of the company capital system is made great change in 2005.Several suggestions are made ti improve the quality of the legislation,including the reconstruction of the concept,the relaxation of the regulation,the enlargement of the occations and the intensification of the protection.