The Research On The System Of Shareholder’s Preemptive Right

The issue of new shares is an important means of financing for companies, the advantages outweigh the disadvantages, but for shareholders, issue new shares financing will dilute shareholders ’right to self-benefit and common usufruct, derogate from shareholders’ equity. As a weapon to resist the dilution effect arising from the IPO, the shareholders’ pre-emptive rights in many countries and regions to be a legislative recognition, but its related to the company’s financing needs and the protection of the interests of shareholders between contradiction and unity, legislative both value orientation different from the corresponding national legislation mode is not the same. Although the application of the preferential subscription rights of existing shareholders in our practice, but our shareholders’ pre-emptive rights legislation rough and not perfect, only35of the Companies Act,134, the Supreme People’s Court on the application of the People’s Republic of China Company Law Provisions on Several Issues (3)17and the securities of listed companies release management approach "Article12, Article41in relation to this, and no specific design of the system, it is difficult to solve the reality of pre-emption unreasonable legal exclusion of subscription rights, the fact exclude placement damage the interests of shareholders and listed companies packaging. View of the interests of minority shareholders are not well protected, the capital market is not yet mature, the internal corporate governance structure needs to be a specific national conditions, China should be in the legislation recognizes the shareholders’ preferential subscription rights, non-strict legal procedures and substantive review not exclude the application of the preferential subscription rights. In addition, specific design and improve the response to shareholders’preferential subscription rights system. Should first make sure that the scope of application of the shareholders’ preferential subscription rights, the main body of the shareholders’ pre-emptive rights of the existing shareholders of the company, the object is new shares issued by the Company, subject and object defined in the shareholders’pre-emptive rights should be fully considered under the general principles exception to the demand for a better balance between the company and the interests of shareholders. And then give up, exercise and inform the implementation process of the transfer to the pre-emptive rights record in the shareholders’ pre-emptive rights exercise period and other provisions. At the same time to provide shareholders such as a request to stop the issuance of new shares, requested the court to order the Company in general meeting to re-make the resolution, request the infringer shall bear the liability for damages and other diverse means of relief, to ensure that the shareholders rights have been violated, can effectively protect themselves interests.