자본조달과 신주인수권

Abstract

【Abstract】 The Preemptive Right To New Shares and Capital Procurement Chung, Joo-Hwan The purpose of this paper is to investigate an elimination of the preemptive right to new shares. The preemptive right means, first of all, the right to purchase shares to be issued after the incorporation of the stock company. This right has considerable value to the stockholder, if shareholders themselves are in a position to purchase additional share, because the stock is usually offered to them below the market price, and because they are privileged to sell their right outsiders. In view of factors as the above said, preemptive right are property. Shareholders who are entitled to preemptive rights are notified of such right and are given a certain time in which to make use of them. Failure to act is considered to be waiver of the right. Preemptive rights usually belong only to holders of voting stock. It is needless to say the preemptive right of the shareholders play an important role to protest the right of shareholders to corporate assets and also to maintain the existing portion of share ownership. The Korean Commercial Code Article 418(Contents of Preemptive Right, Designation and Public Notice of Record Date for Allotment) provides that (1) Each shareholder shall be entitled to the allotment of new shares in proportion to the number of shares which he hold.<Amended by Act No. 6488, Jul. 24, 2001> (2) The company may make an allotment of new shares to other persons than the shareholders under the provisions of articles of incorporation, notwithstanding the provisions of paragraph: Provided, That in such case, it shall be limited to the case necessary for the achievement of the company's operational, such as an introduction of new technology, improvement of financial structures, etc.<Newly Inserted by Act No. 6488, Jul. 24, 2001> The second subsection would be inconsistent with the spirit of the first subsection. I doubt a lack of the cooling off period in The Korean Commercial Law legislation.