신주의 발행과 주주의 지배적 이익에 관해서
Issuance of New Stocks and Shareholders’ Dominant Interests
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New stocks which stock companies issue in order to obtain financing have diverse effects on the interests of the existing share holders, and the interests to be involved are divided into stockholders’ financial incentive and dominant interest. For the shareholders’ financial incentive, the existing shareholders will be affected by the issuance of new stocks in terms of the future profits and the right of claim for dividends as well. As a result, their right of claim for residue is also affected. For the dominant interests, issuing new stocks increase the Total Outstanding Voting Capital Stock, lowering the ratio of the existing stockholders’ shares. Consequentially, their dominant position becomes deteriorated since the position comes from voting rights based on the ratio of the shares. The ways for corporations to meet their financial demands are inside capital which is a way to obtain necessary funds inside, and outside capital to obtain the funds outside. Even in the case of the outside capital, there are two ways of obtaining funds. One is issuing new stocks based on the companies own capital and the other is obtaining money from private loans. Either way, the commercial law has specific regulating provisions, and particularly for the issuance of new stocks, law regulation seems to be more important. That’s because issuing new stocks create new shareholders and brings about the conflict of interest between the existing shareholders and shareholders to be. It is not simple to fairly adjust two claims, one that is meeting the company’s financial demands and the other is protecting the existing shareholders’ interests. Regulation of issuing new stocks is related to the basic issues in the commercial law in terms of arbitrating two parties with the conflict of interest on one hand, and on the other hand, that can have an effect on the structure of corporations’ capital procurement. Therefore legal regulation needs a basic foundation based ondifferent legal theories so that the regulation of issuing new stocks should not hinder the money supply to the company, only to adjust different interests between the existing and new shareholders.
Abstract
New stocks which stock companies issue in order to obtain financing have diverse effects on the interests of the existing share holders, and the interests to be involved are divided into stockholders’ financial incentive and dominant interest. For the shareholders’ financial incentive, the existing shareholders will be affected by the issuance of new stocks in terms of the future profits and the right of claim for dividends as well. As a result, their right of claim for residue is also affected. For the dominant interests, issuing new stocks increase the Total Outstanding Voting Capital Stock, lowering the ratio of the existing stockholders’ shares. Consequentially, their dominant position becomes deteriorated since the position comes from voting rights based on the ratio of the shares. The ways for corporations to meet their financial demands are inside capital which is a way to obtain necessary funds inside, and outside capital to obtain the funds outside. Even in the case of the outside capital, there are two ways of obtaining funds. One is issuing new stocks based on the companies own capital and the other is obtaining money from private loans. Either way, the commercial law has specific regulating provisions, and particularly for the issuance of new stocks, law regulation seems to be more important. That’s because issuing new stocks create new shareholders and brings about the conflict of interest between the existing shareholders and shareholders to be. It is not simple to fairly adjust two claims, one that is meeting the company’s financial demands and the other is protecting the existing shareholders’ interests. Regulation of issuing new stocks is related to the basic issues in the commercial law in terms of arbitrating two parties with the conflict of interest on one hand, and on the other hand, that can have an effect on the structure of corporations’ capital procurement. Therefore legal regulation needs a basic foundation based ondifferent legal theories so that the regulation of issuing new stocks should not hinder the money supply to the company, only to adjust different interests between the existing and new shareholders.
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