| The preemptive right to new issued equity is a very important right for the shareholder. And the regulation for this right is a very important part of the capital system for companies. Based on the theories of German civil law and special rules of the company law, this thesis tries to analyse the nature and effect of shareholders’ preemptive right to new issued equity. Through the summarization and analysis of regulations in the foreign company laws, the author try to establish the specific and practical rules of shareholder’s preemptive right to new issued equity.There are four sections of the thesis.The first section discusses the nature and the effect of shareholder’s preemptive right to new issued equity. The author holds the opinion that this right is a special kind of preemptive right to purchase. Compared with the latter, the former right has some special features. This right can be divided into two part, an abstract right and an concrete right. The former one is a right of anticipation, and the latter one is a right of formation.The second section discusses about the rule of how to exercise the this right, including when it establishes, the ways to exercise it, and the transfer and waiver of it. At the end of this section a typical case is analysed.The third section discusses about the rules of exclusion. Trough analysis of the foreign regulations of exclusion, the author sums up the requirements of the form and the content for a effective exclusion. At the end of this section a typical case is analysed.The forth section discusses about the rules of relief. In this section actions which infringe shareholders’ preemptive right are summarized. Actions which infringe the abstract right would result in an ineffective resolution. And actions which infringe the concrete right would put no influence on shareholders, only if the actor acts with the best intentions or his right has lost its prescription. |
