The Research Of The Preemptive Right

The preemptive right of new shares,refers to the company in the new capital,the original shareholders have priority over non-existing shareholders to subscribe for the right to subscribe for or subscribe for equity.In order to protect the proportion of shareholders' interests,it is necessary to protect the shareholders' rights to the interests of the shareholders and to protect the interests of the minority shareholders.The subscription right of new shares is generated with the emergence of shareholders' qualification,which is based on the rights of shareholders and has a certain personal nature.One of the legislative objectives of the IPO is to protect the proportional interests of the original shareholders,to prevent the reduction of the value of the shares and to protect the property interests of the shareholders.At the same time,the right can bring the property interest to the shareholders.So the right to subscribe for new shares is also a property right.This right shall not be arbitrarily deprived or infringed as an important right of the shareholders.So it is necessary for the law to protect the rights of the shareholders.However,in accordance with our current laws and regulations,only the rights of shareholders of the limited company made a clear provision,but the provisions of the stock company is very general and limited,did not clearly show that the limited company also enjoy the same company with the shareholders of the company When the capital is added,the right to subscribe for non-shareholders.Listed company as a special form of joint-stock company,"the national share transfer system stock issuance rules(Trial)"(hereinafter referred to as "rules")Article 8 of the listed company shareholders to enjoy the right,the listed company is not relevant Regulations.In addition,the law does not have a clear exception.The company in the process of adding new capital may encounter the interests of the company is greater than the interests of shareholders,the company's capital increase is the purpose of financing or the introduction of foreign investors,when the interests of shareholders may infringe the interests of the company,This is very necessary,because in the company,the most need to protect the object there are two,respectively,shareholders and companies,shareholders are the ultimate beneficiaries of the interests of the company is Shareholders to enjoy the interests of the carrier,only the company has a better development,shareholders can therefore get better benefits.Therefore,when there is a conflict between the interests of the company and the interests of shareholders,the law should formulate certain rules,from the formal and substance of the company is about or want to obtain the interests of a rigorous review,through the convening of shareholders(large)Way,the board of directors at the shareholders(large)to clarify the reasons and facts to exclude the priority of the shareholders to subscribe for the right to determine the interests of shareholders in the way to let the interests of the company in the interests of the company.In addition,the issuance of employee equity,debt to equity and other special circumstances due to careful consideration and resolution before the decision for certain specific interests should be listed in the case of statutory exclusion,automatically exclude such cases the priority of the shareholders of the subscriptionFor a clearer understanding of the exercise of this right,it is necessary to carry out a detailed analysis of the conditions for the exercise of the right,the exercise of the right,the exercise of the power,and the exercise of the right.First of all,the main body of the exercise of rights should be as soon as possible to clarify whether all types of companies,especially public shareholders should enjoy the rights,while paying attention to whether the stakeholder of this interest-related subject will be exercised by the original owner The problem.Second,on the scope of the exercise of the right,the shareholders must be rigidly in the proportion of their paid to subscribe for shares within the scope of the current scholars are still controversial,I believe that the payment of capital is another form of protection of shareholders,Is in the spirit of the attitude of other shareholders and supervisors to timely fulfill the obligations of the feasible way,with a certain degree of necessity,should not be changed in accordance with the proportion of subscribed to subscribe,so the company will actually make the actual investment in the more old and more Full of the state is not conducive to the company's long-term development,easy to cause the company's capital inflated.Thirdly,regarding the term of the exercise of rights,our country's law has not yet stipulated the term of the exercise of the priority purchase rights of the shareholders.The value of the equity is changed with the change of the operating status of the company.In recent years,Whether the validity of the resolution of the subscription right is frequent,due to the lack of judicial provisions,leading to the phenomenon of different cases of prominent cases,the lack of certain operational guidelines in practice,caused some confusion,the shareholders lazy to exercise the right not only make legal relations In a precarious state,and will hinder the way the company financing,is not conducive to the company's overall planning and management,as the company's development on the road to a stumbling block,so the shareholders are not any good.Therefore,it is necessary to determine the form of legal rights of shareholders to subscribe for the right to exercise the right to subscribe for the right to supervise the shareholders in a timely manner.Finally,the relief is the necessary and important way for the shareholders to carry out the rights and interests,and there will be cases in which the preferential subscription rights of the shareholders will be violated.The shareholders can maintain their rights in accordance with the relevant provisions of the Company Law.In addition to the usual to the court to mention the shareholders(large)will be invalid or irrevocable proceedings and the request for compensation for infringement of the company,but also to the court to request the suspension of the issuance of new shares of the proceedings,the timely cessation of infringement occurred in the new shares have not yet subscribed Before the right to restore their own.In addition,before the court proceedings can also be submitted to the Board of Directors to submit a written report,through the company's internal channels to carry out rights,to promote their rights in a timely manner.At present,China's law on the company's shares when the shareholders enjoy the new shares priority subscription right system there are more deficiencies,the practice of the lack of clear legal guidance basis,which gives the judicial operation has brought great trouble,while not conducive to the company's Effective operation and standardized management,the relevant sound legal measures to be determined,so as to better protect the interests of shareholders,taking into account the company's long-term development.