How does a public company issue new shares without diluting the value held by existing shareholders?
Unissued capital is only a token restriction. When a company is incorporated a maximum number of shares is specified in the legal documentation. Most companies will make this an extremely large number so they never face that limitation.  See here. You wouldn't necessarily expect the stock price to change. The reason a company issues new stock is as a way to raise capital. Although new stock is issued, the cash raised by the sale becomes an Asset on the company's balance sheet.  There's a good worked example in this Wikipedia article. Following a rights issue the Liabilities of the company will increase to account for the increase in owner's equity, but the Assets will also increase by the same amount with the cash received. Whether the stock price changes will depend upon what price the stock is issued at and on the market's opinions about the company's growth potential now it has new capital to invest.  If the new stock is issued at the same price as the current market price, there's no particular reason to expect the share price to change. Again Wikipedia has more detail. When new stock is issued it is usually offered to existing shareholders first, in proportion to their current holding.  If the shareholder decides to purchase the new stock in full then their position won't be diluted.  If they opt not to buy the new stock, they will now own a smaller percentage of the company as their stocks will make up a smaller part of the now larger number of shares. Let's say the company has a million shares valued at $10 each, so market caps is $10 million dollar = $10 per share. Actual value of the company is unknown, but should be close to that $10 million if the shares are not overvalued or undervalued.  If they issue 100,000 more shares at $10 each, the buyers pay a million dollar. Which goes into the bank account of the company. Which is now worth a million dollar more than before. Again, we don't know what it is worth, but the market caps should go up to $11 million dollar. And since you have now 1,100,000 shares, it's still $10 per share.  If the shares are sold below or above $10, then the share price should go down or up a bit. Worst case, if the company needs money, can't get a loan, and sells 200,000 shares for $5 each to raise a million dollars, there will be suspicion that the company is in trouble, and that will affect the share price negatively. And of course the share price should have dropped anyway because the new value is $11,000,000 for $1,200,000 shares or $9.17 per share. In simplest terms, when a company creates new shares and sells them, it's true that existing shareholders now own a smaller percentage of the company.  However, as the company is now more valuable (since it made money by selling the new shares), the real dollar value of the previous shares is unchanged. That said, the decision to issue new shares can be interpreted by investors as a signal of the company's strategy and thereby alter the market price;  this may well affect the real dollar value of the previous shares.  But the simple act of creating new shares does not alter the value in and of itself. As others have posted, the company gains capital in return for its new shares. However, the share price can still fall. The problem is that the share marked is affected by supply and demand like any other marked.  If the company just issues the new shares at marked price, they will have problems finding buyers.  The people who are willing to pay that price has already bought as many shares as they want. The company does this to raise capital, and depends on the shares actually selling for this to work.  So, they issue shares at below marked price to attract buyers and the shares get diluted.  In the end the share will usually end up somewhere between the old marked price and the issue price. The old share owners are probably not too happy about this and will not accept this plan. (At least here in Norway, share issue has to be accepted at a shareholder meeting) So, what is often done instead is to issue buy options for the required number of shares at the below-marked price.  These options are given (for free) to the current share holders proportional to their current holding. If everybody exercises their options they get new cheap shares that compensates for the loss of share value.  If they don't have the capital themselves, they can sell the options and get compensation that way instead.
From your question, it seems your problem is that you have a company that wants to make a deal, but does not currently have enough money to go through with it. Therefore it needs to raise capital. Assuming that you cannot get a loan from a bank and you do not want to seek funding from other sources, the two owners must provide the funds themselves somehow. Option A: The easiest and fairest way to do this is for the two shareholders to provide 75%, and 25% of the funding as a loan to the company. They will provide this loan knowing it may not be paid back if the company goes under. Note that it would not be fair for one of the shareholders to provide more, as that shareholder would be taking all the risk, while the other still reaps the rewards (although you could add a large interest rate to account for this). Option B: But say one of the shareholders cannot provide additional funds. In that case, the company should issue new shares, and each shareholder can purchase however many of the new shares he/she wants (each shareholder is entitled to purchase at least 75% or 25% respectively, but does not have to). The result of this may be that company ownership percentages have changed after the capital raising. This is more complex as it require valuing the company accurately to be fair, and probably requires reporting to a government (depending on the jurisdiction). Yes but this also goes against the idea that somehow, after injecting more of their money into the firm by exercising their rights, shareholder wealth still remains the same?  So if shareholders also injected cash, how come their total wealth didn't change? If that company issues another 100 shares, shouldn't 10 of those new 100 shares be mine? Those 100 shares are an asset of the company, and you own 10% of them. When investors buy those new shares, you again own a share of the proceeds, just as you own a share of all the company's assets. A company only issues new share to raise money - it is a borrowing from investors, and in that way can be seen as an alternative to taking on loans. Both share issuing and a loan bring new capital and debt into a company. The difference is that shares don't need to be repaid. "For new shares to be successfully sold, the price has to be below market price. If you currently own shares of that company, you should always get an option to buy those newly sold shares at that discounted price. The number of options depends on the relative number of shares you hold. Lets say you own 100 out of 1000 shares, currently priced at $10. 100 new shares are to be sold at $9. Since you are holding 10% of all shares, you have the option (i.e. the right) to buy 10 new (cheaper) shares (10% of 100) before anybody else can buy them. Theoretically, the money you save by getting the shares at a discounted price is equal to the money you lose by the share's value being diluted. So, if you're a shareholder and the company is increasing it's capital, you're given the right to ""go with it""." There's not usually a point to issuing new stock as a dividend, because if you issue new stock, it dilutes the existing shareholders by the exact same amount as the dividend: so now they have a few more shares, great, but they're worth the exact same amount. (This assumes that all stockholders are equal. If there are multiple share classes, or people whose rights to a stock are tied to the stock price in some manner - options, warrants, or something - then a properly structured stock dividend could serve to enrich one set of shareholders and other rights-holders at the expense of another. But this is usually illegal.) If this sort of dividends are popular in China, I suspect it is due to some freaky regulatory or tax-related circumstances which are not present in the United States markets. China is kind of notorious for having unusual capital controls, limitations on the exchange of currency, and markets which are not very transparent. "Companies normally do not give you X% of shares, but in effect give you a fixed ""N"" number of shares. The ""N"" may translate initially to X%, but this can go down. If say we began with 100 shares, A holding 50 shares and B holding 50 shares. As the startup grows, there is need for more money. Create 50 more shares and sell it at an arranged price to investor C. Now the percentage of each investor is 33.33%. The money that comes in will go to the company and not to A & B.   From here on, A & C together can decide to slowly cut out B by, for example: After any of the above the % of shares held by B would definitely go down." "The answer to your question has to do with the an explanation of ""shares authorized, issued and outstanding."" Companies, in their Articles of Incorporation, specify a maximum number of shares they are authorized to issue. For example purposes let's assume Facebook is authorized to issue 100 shares. Let's pretend they have actually issued 75 shares, but only 50 are outstanding (aka Float, i.e. freely trading stock in the market) and stock options total 25 shares. So if someone owns 1 share, what percentage of Facebook do they own? You might think 1/100, or 1%; you might think 1/75, or 1.3%; or you might think 1/50, or 2%.  2% is the answer, but only on a NON-diluted basis. So today someone who owns 1 share owns 2% of Facebook. Tomorrow Facebook announces they just issued 15 shares to Whatsapp to buy the company.  Now there are 65 shares outstanding and 90 issued. Now someone who owns 1 share of Facebook own only 1/65, or 1.5% (down from 2%)! P.S. ""Valuation"" can be thought of as the price of the stock at the time of the purchase announcement." Most businesses want to grow, and there are a variety of ways to raise the money needed to hire new employees and otherwise invest in the business to increase the rate of that growth. You as a stock holder should hope that management is choosing the least expensive option for growth. Some of the options are debt, selling equity to venture capitalists, or selling equity on the open market (going public). If they choose debt, they pay interest on that debt. If they choose to sell equity to venture capitalists, then your shares get diluted, but hopefully the growth makes up for some of that dilution. If they choose to go public, dilution is still a concern, but the terms are usually a little more favorable for the company selling because the market is so liquid.  In the US, current regulations for publicly traded companies cost somewhere in the neighborhood of $1M/year, so that's the rule of thumb for considering whether going public makes sense when calculating the cost of fundraising, but as mentioned, regulations make it less advantageous for executives who choose to sell their shares after the company goes public. (They can't sell when good spot prices appear.) Going public is often considered the next step for a company that has grown past the initial venture funding phase, but if cash-flow is good, plenty of companies decide to just reinvest profits and skip the equity markets altogether. The answer to this question is given by the fact that many public companies have people who are opposed to the company's aims or practices and who own their stock, often a single share, for the purposes of turning up to shareholder meetings and haranguing directors/asking awkward questions/disrupting proceedings, etc. If public companies could stop these campaigning shareholders from owning stock they would. The short answer, probably not much.  Unless you have a controlling interest in the company.  If at least 50%+1 of the shareholder votes are in favor of the dilution then it can be done.  There are some SEC rules that should protect against corporate looting and theft like what the Severin side is trying to make it appear as happened. However it would appear that Severin did something stupid.  He signed away all of his voting right to someone who would use them to make his rights basically worthless.  Had he kept his head in the game he could probably have saved himself.  But he didn't. If your average startup started issuing lots of stock and devaluing existing shares significantly then I would expect it would be harder to find investors willing to watch as their investment dwindled.  But if you are issuing a limited amount stock to get leverage to grow bigger then it is worth it.  In the .com bubble there were quite a few companies that just issued stock to buy other companies.  Eventually most of these companies got delisted because they diluted them selves to much when they were overvalued. Any company not just a startup can dilute its shares.  Many if not most major companies issue stock to raise capital.  This capital is then generally used to build the business further and increase the value of all shares.  Most of the time this dilution is very minor (<.1%) and has little if any impact on the stock.  There are rules that have to be followed as listed companies are regulated by the SEC.  There are less regulations with private corporations.  It looks like the dilution was combined with the buyout of the Florida company which probably contributed to the legality of the dilution.     With options they are generally issued at a set price.  This may be higher or lower than the reported sell price of the stock when the option is issued.  The idea is over time the stock will increase in value so that those people who hold on to their options can buy the stock for the price listed on the option.  I worked at an ISP start up in the 90's that made it pretty well.  I left before the options were issued but I had friends still there that were issued an option at $16 a share the value of the stock at the time of the issue of the option was about 12.  Well the company diluted the shares and used them to acquire more ISP's unfortunately this was about the time that DSL And cable internet took off so the dial up market tanked.  The value eventually fell to .10 they did a reverse split and when they did the called in all options.  The options did not have a positive cash value at any time.  Had RMI ever made it big then the options could have been worth millions.  There are some people from MS and Yahoo that were in early that made millions off of their options.  This became a popular way for startups to attract great talent paying peanuts.  They invested their time in the business hoping to strike gold.  A lot of IT people got burned so this is less popular among top talent as the primary compensation anymore. When I invest in a business valued at $50,000, I pay $25,000 and receive 50% equity. Does that $25,000 go to the current owner of the business, or into the capital of the business itself?  Who receives the money depends on who is selling you the equity.  There are a couple of different scenarios that can fit your question. You could buy existing shares from the current owner(s) of the company.  In this case, the current owner(s) would be receiving the funds from you, and in return giving you their stake in the company.  So if you all agree that the value of the business is $50,000, and you give $25,000 to the current owner(s), they give you half of their shares.  The value of the company has not changed. The company could be issuing new shares.  This is called stock dilution, or an increase in authorized share capital.  Let's say that everyone agrees that the value of the business is $50,000.  The company could create new shares and sell them to you for $25,000.  In this case, the value of the company has jumped to $75,000; you now control one-third of the company, and the existing owner(s), who previously owned 100% of the company, now only own two-thirds.  In order for you to end up with 50% of the company in this case, you would have to invest $50,000 instead, which would result in the company being valued at $100,000.   If you are wondering why the current owners would agree to this second scenario, there are two questions that address this: Need help with a finance problem I'm currently facing in my business.  My company might be going through an acquisition and I need to understand how the dilution works out for shareholders.  They currently have large shareholder loans (debt), and will be converting to equity pre-transaction.  For this case, if the original company value = $1 MM and the SHL value = $1 MM, I'm assuming that'd dilute equity by 50% for all shareholders if converted to equity at original company value.  Correct?  However, what if the $1 MM in shareholder loans were converted at the market value of the company, say $4 MM?    I might be confusing myself, but just want to confirm.. thanks! Say the company has created 500 shares [or whatever number]. You have 10 shares [equivalent of 2%]. Now when new capital is needed, generally more shares are created. Say they create 100 more shares and sell it to venture capital to raise funds. After this happens; Total Shares: 500+100 = 600 You own: 10 shares Your Ownership % = 1.66% down from 2% Like wise for other older shareholder. The New Venture guy gets 16.66% of ownership.   More funds would mean more growth and overall the value of your 10 shares would be more depending on the valuation. It's impossible to know for sure, which I'm sure you know, but paying these large debts all at once will leave very little assets in comparison to what they had.    Issuing new shares like this is called dilution which means the price will be forced downward because the same (or in this case less) net earnings must be divided by more shares outstanding. A secondary offering almost always lowers stock price.   http://wiki.fool.com/What_Happens_to_the_Share_Price_When_New_Shares_Are_Issued%3F Let me answer with an extreme example - I own the one single share of a company, and it's worth $1M. I issue 9 more shares, and find 9 people willing to pay $1M for each share. I know find my ownership dropped by 90%, and I am now a 10% owner of a business that was valued at $1M but with an additional $9M in the bank for expansion. (Total value now $10M) Obviously, this is a simplistic view, but no simpler than the suggestion that your company would dilute its shares 90% in one transaction.