Shareholders Of New Shares To Subscribe For Priority Research

Based on the analysis of the practical and legal basis of shareholder's preemptive right to new issued stock, the present thesis try to establish the framework of the institution which concerns shareholder's preemptive right.There are four sections.The first section is mainly about discussion on the definition of shareholder's preemptive right. First of all, comparing with definitions having similar literal meaning, the author analyze shareholder's preemptive right from the angle of effect of right, and found out that shareholder's preemptive right is a sort of preemptive right. Second, after looking into different definitions of shareholder's preemptive right, the author convinced the definition of shareholder's preemptive right as a right that additional shares shall not be issued without first offering to all existing shareholders having similar rights a reasonable opportunity to take ratable amounts of the additional shares. Third, considering the discussion of the character of preemptive right, the present revealed the basic legal character of shareholder's preemptive right. At the end of this section, comparing with typical preemptive right, the author marked the unique character of shareholder's preemptive right which is called transferable.The second part researched on the history of shareholder's preemptive right. By reviewing two US cases which are widely influential, the author try to find reasons for the establishing the shareholder's preemptive right and reveal the backgrounds of policies which support two different way of legislation: compulsory and non-compulsory and built the foundation of the following discussion.The third part, which is the most important part of the present thesis, mainly analyzed the practical and legal basis of shareholder's preemptive right. At the very beginning, by analyzing a series of assumptions, the author, therein using the interest analyzing mean, try to show the basic function of shareholder's preemptive right which can be concluded as maintenance of shareholder's ratable status. And then, by using the value analyzing method, we conclude that the legal basis of shareholder's preemptive right is maintenance of the stability of the inner structure of corporation governance and protection of interests of minority shareholders.The last part of present thesis discussed the details of the shareholder's preemptive right legal institution. After reviewing the prescription of the present corporation law concerning shareholder's preemptive right, the author discussed and put forward the legislative advice on the specific stipulations of the shareholder's preemptive right. Such advice concerns the subject, object, performance and protection of shareholder's preemptive right. At the same time, in order to balance different interests, the author raised resolutions refers to the connection between shareholder's preemptive right and other relative institutions. So far, the basis and institutional framework of shareholder's preemptive right have already discussed.The end is conclusions.