| 英文摘要 |
The capital of a company is composed of contributions from shareholders. Although the company is transformed into an independent entity due to its establishment and registration, it is essentially owned by shareholders in proportion to their capital contribution. Since shareholders are basically the owners of the company, their rights and interests must be reasonably protected. As the driving force for capital formation, in order to protect the company’s capital increase shareholders’equity from being diluted, and to protect the rights and interests of shareholders caused by the deviation of the capital increase price from the actual value, the legislation in most countries and regions provides the original shareholders with pre-emptive rights and listed as basic matters for protection. However, because the procedures for shareholders’stock subscription may affect the smoothness and timeliness of the company’s fund-raising operation mechanism, there are more and more circumstances that exclude or restrict shareholders’preemptive rights, such as private placements and the dispersion of listed on the stock exchange or an OTC market, and the additional paid-in capital issuance of current prices, or the innovation needs of new financial instrument such as stock warrants and special stocks with stock options, the protection of shareholders’pre-emptive subscription rights has a tendency to gradually shrink, and in practice it has been harmed by various improper operations. Cases of pre-emptive rights for original shareholders are also heard from time to time. Therefore, how to balance the needs of the current capital market environment and the protection of the basic rights and interests of shareholders, this article intends to start from a theoretical analysis and discuss practical cases to summarize the following regarding the proper positioning and reasonable regulation of the shareholders’pre-emptive rights, This article hope that categorize some basic principles for the regulation of shareholders’pre-emptive rights, and can be put forward to fully protect the interests of shareholders. |
