股东的新股优先认购权制度研究

The Research of Preemptive Right

摘要: 新股优先认购权，是指公司在经营过程中发行新股时，公司原股东被赋予的优先于非现有股东的认购公司新股的权利。此权利是公司股东极为重要的一项权利，可以保护公司股东权益不被稀释，更好地保护中小股东的权利，并且此权利也被列入世界银行的营商环境评估指标中。然而我国对此权利的保护较为薄弱，仅在《公司法》第34条和第133条做了笼统规定，以至于实务中出现许多问题。为了优化营商环境、提高商事效率、保护中小股东利益，应重视对此权利的保护，完善我国相关法律法规。

Abstract: The preemptive right to subscribe to new shares refers to the right conferred to the existing shareholders to have priority over the non-existing shareholders to subscribe to the new shares of the company when the company issues new shares during business operation. The preemptive right to subscribe to the preemptive right is a very important right for the shareholders of the company, which could prevent the shareholders’ interests from being diluted and better protect the rights of medium and small shareholders. Moreover, the preemptive right is also recog-nized as one of the World Bank’s business environment assessment indicators. However, the preemptive right is not well protected in China, which is only generally stipulated in Article 34 and Article 133 of the Company Law, so many problems arise in practice. In order to optimize business environment, improve business efficiency and protect the interests of medium and small share-holders, we should attach importance to the protection of the preemptive right and improve rele-vant laws and regulations in China.