On The Perfection Of China’s New Share Subscription Priority System

The issue of new shares to the company most useful and harmless, but with the issue of new shares, the company existing shareholders according to their ownership and enjoyed the benefits of tends to be diluted, whether it is the distribution of surplus value claims and benefits from the right or the vote total benefits of sexual rights. Shareholder’s preemptive right to issue new shares to the original shareholders can weaken the interests of the dilution effect, very important, many countries and regions from the legislation, the confirmation of the right for shareholders to natural rights, and the related provisions of the law more perfect. Conversely, in our country the system is relatively simple, in the legislation to the shareholders of this right do not pay attention to. The article tries to pass pair of preemptive right concept and the function and connotation of inspected, carding in Domestic Company law on the basic system of the basis set, analysis and comparison of common law countries this right system, combined with China’s era of development theory, the system is researched comprehensively, based on the system of our country the inadequacy of our country is put forward this system a few proposal, hope to be able to give our theory and practice to provide some beneficial references, and to protect the shareholders in the company issuing new shares provided advantageous safeguard the rights and interests of.In this paper, except the introduction and conclusion, is divided into four parts.The first part is mainly to the preemptive system overview. First through to the preemptive right concept analysis, to give a precise definition. Then on the basis of the function locating, clarify its important role and further perfect the necessity of system. Secondly, the definition of rights in this system were analyzed and summarized, summarizes the system’s basic characteristics. Then, discuss this system basic structure, further consummates our country this system from where proceed with.The second part is mainly aimed at China ’s preemptive right legal regulation and the defect unfolding discourse. According to the company law of China on such regulations, combined with other relevant provisions of the law, to our country the system current situation to undertake an overall grasp, then according to the legal provisions of China this system deficiencies, including rights scope, way and relief and other imperfections.The third part mainly introduces the foreign company law on preemptive right system of legislation and legal practice, through the common law and civil law countries this system requirements analysis, the comparison of our system the insufficiency, summing up the advantages of foreign legal system.The fourth part is mainly on the perfection of shareholder’s preemptive right of. The author based on the system in our country is insufficient, in reference to the countries of Anglo-American law system on the basis of this system is advanced, from the legislative mode selection and implementation guarantee of rights and right relief way three respects to put forward some improvement suggestions.The key point of this paper is:our country should adopt the legislative mode from statutory law stipulated directly the issue of new shares to shareholders in the preemptive right, but to the shareholders the right to pay attention to. From strengthen the rights of shareholders, the scope of implementation and remedy of rights legislation to begin, perfect the system of rights, the right to provide possibility for shareholders to achieve, and then develop their slow down the issue of new shares on the original shareholder dilution effect to realize the maintenance of the company the original shareholder interest function. From China’s company law, the law provides for direct limited liability company shareholder’s preemptive right of shareholders, this right is not stipulated. It can be said that the entire right system is not perfect, the first is the stipulation is too rough not involving the right subject object scope, the exercise of rights and remedies and other issues; secondly because rules are too abstract and lack of maneuverability. From the countries of Anglo-American law system of preemptive right legal system, or legal principle of legislative pattern mining from the legal regulation of shareholder ’s preemptive right, such as Germany; or to adopt any legislation mode allows the articles of association of the company or corporate governance mechanism giving shareholders the new shares subscription for priority, such as the United States of America many state legislation. In view of our practice in the articles of association of the company and controlling shareholder mandatory manipulate shareholders assembly, arbitrary legislation mode in China do not have implementation of strength. In addition, the author thinks that our country’s preemptive right system can also draw on the state of right, the exercise of the right of subject and object and the duration of relief measures of the regulations, to improve the legislation. This article is based on China’s preemptive right system insufficient current situation and learn from foreign advanced experience, put forward to perfect our country’s preemptive right system proposals.