The Research On Rules Of Shareholder's Preemptive Right

The sharehold's preemptive right refers to the right of the original shareholders of the company to subscribe for new shares according to their shareholdings at a certain price.In the case of a capital majority decision,the size of the voting right depends on the size of the shareholding.When the company issues new shares,if the original shareholders do not enjoy this right,the proportion of the equity they hold can be easily diluted,which will weaken their control over the company.Ultimately,the balance of the company's original governance structure was broken.This shows the sharehold's preemptive right has important value for the majority of small and medium shareholders.However,China's Company Law has undergone several amendments,and the legal provisions concerning the preferential rights of new stocks are still few,and the provisions have been ambiguous and lagging behind.This obviously cannot match the growing awareness of the rights of the majority of small and medium shareholders,and it also deviates from the momentum of the vigorous development of corporate law.Therefore,the formulation of China's sharehold's preemptive right needs to be improved.The sharehold,s preemptive right originated in the jurisprudence of Western countries.After a long period of development,a relatively mature system of rules has been formed,and rules and regulations in different regions have their own strengths.This article starts from the three aspects of the legislative model,the exercise requirements,and the exclusion rules.It compares and studies the rules and regulations of the developed countries' right to subscribe for new shares.Through careful analysis,it elaborates the differences between countries in the formulation of rules,and hopes to benefit from them.This article stands on the perspective of safeguarding minority shareholders' equity interests,and puts forward the following suggestions on how to improve China's the sharehold's preemptive right subscription system:In the choice of legislative model,China should draw lessons from the rules of German company law,that is,legislation should confirm Based on the principle of shareholder's right of first refusal,the excuse of excluding shareholder's right of subscription is an exception.This not only allows shareholders to have a clearer legal basis for rights protection,but also makes the rules less rigid and rigid,and satisfies the special requirements for companies to apply special regulations for urgent financing needs.In the improvement of the exercise of the rules,the company law should clarify the scope of exercise of the right to subscribe for new stocks,provide reasonable rights to exercise deadlines,and provide some important links in the exercise of rights,which can reduce doubts in the course of many shareholders5 rights.And obstacles can also make companies issue new shares more standardized and more efficient.Finally,the introduction of the exclusion rules for new shares of the right to pre-emption is a matter of course,when the company meets the essential elements and form requirements,allow the company power organ to exclude shareholders of the new shares of the right to subscribe,and for the exclusion of invalid Shareholders provide corresponding rights relief.