Things to know about requests for reconsideration of share prices after issuance

A request for reconsideration of share prices after issuance is one of the important rights of shareholders to protect their lawful interests. So, how is such an issue regulated under current laws? Let NPLaw explore it through the article below.

I. The current demand for requests for reconsideration of share prices after issuance

In the context of economic fluctuations and continuously changing market conditions, share issuance activities have become increasingly common. Consequently, the demand for requests for reconsideration of share prices after issuance has also risen significantly.

From such a situation, it can be seen that reconsideration of share prices may bring the following benefits:

• Ensuring financial transparency.
• Protecting the interests of existing shareholders.
• Strengthening confidence and attracting external investors in the market.

In summary, requesting reconsideration of share prices after issuance is a relatively necessary matter, especially amid the current complex circumstances.

II. Understanding requests for reconsideration of share prices after issuance

1. What does a request for reconsideration of share prices after issuance mean in an enterprise?

At present, there is no specific legal provision defining the phrase “request for reconsideration of share prices after issuance”, which partly creates difficulties for individuals and organizations wishing to study such a matter.

Based on the relevant provisions of the Law on Enterprise 2020, as amended and supplemented in 2025, we provide the following basic concept: A request for reconsideration of share prices after issuance refers to a shareholder’s request for the company to reassess the reasonableness of the share price after the shares have been offered for sale.

2. What causes shareholders to request reconsideration of share prices after issuance?

Another issue of considerable interest is the reasons leading to requests for reconsideration of share prices after issuance.

Based on current practice, several common causes may be identified as follows:

• Shares are issued at prices lower than their actual value, causing damage to existing shareholders.
• Conflicts of interest among shareholders.
• Non-objective enterprise valuation with signs of price manipulation.

From the above reasons, it can be seen that shareholders’ requests for reconsideration of share prices after issuance generally stem from the protection of their own interests as well as the company’s business operations.

3. When is a request for reconsideration of share prices after issuance considered reasonable and legitimate?

Referring to Article 151 of the Law on Enterprise 2020, as amended and supplemented in 2025, several cases may be identified in which a request for reconsideration of share prices after issuance is deemed reasonable and legitimate:

• Violations of procedures and formalities for convening meetings to determine issuance prices as prescribed in the company charter or by law (Clause 1).
• Share prices after issuance being lower than the actual value stipulated in the company charter (Clause 2).

In summary, where shares are offered at abnormally low prices, company shareholders may request reconsideration thereof.

4. How can requests for reconsideration of share prices after issuance help maintain investor confidence?

When requesting reconsideration of share prices after issuance, one of the main concerns of shareholders is whether such action can maintain investor confidence. Accordingly, it is reflected in several aspects as follows:

• Demonstrating the enterprise’s commitment to transparency in share pricing.
• Protecting shareholder interests, especially minority shareholders.
• Contributing to market stability and limiting precedents for manipulation of issuance prices.

The above are merely some common benefits of requesting reconsideration of share prices after issuance. These benefits contribute to strengthening investors’ confidence in the enterprise.

III. Legal provisions relating to requests for reconsideration of share prices after issuance

1. What does the Law on Enterprise provide regarding requests for reconsideration of share prices after issuance?

Although there is no any specific provisions stipulating requests for reconsideration of share prices after issuance; based on several relevant provisions of the Law on Enterprise 2020, as amended in 2025, it can be referred as follows:

• Article 151 provides for requests for annulment of resolutions of the General Meeting of Shareholders, which readers may refer to in cases where abnormal issuance prices are detected or where violations of the company charter or legal provisions occur.
• Article 126 stipulates that the selling price of shares must not be lower than the market price at the time of sale or the book value of the shares at the latest recorded time, except in certain exceptional cases.
• Point a, Clause 2, Article 115 provides the right to request the Supervisory Board to inspect specific matters relating to the management and operation of the company where deemed necessary, including issues concerning issued share prices.

2. Which authorities have jurisdiction to resolve disputes relating to requests for reconsideration of share prices after issuance?

In many cases, disputes arising from requests for reconsideration of share prices after issuance are unavoidable. Therefore, identifying the competent authorities for resolving such disputes is also a matter of significant concern.

Based on current practice and Article 151 of the Law on Enterprise 2020, as amended and supplemented in 2025, the authorities competent to resolve disputes relating to requests for reconsideration of share prices after issuance include:

• The issuing company itself through negotiation or mediation with the requesting shareholders.
• The People’s Court.
• Commercial arbitration.

A clear understanding of the authorities competent to resolve disputes relating to requests for reconsideration of share prices after issuance will help shareholders proactively protect their lawful rights and interests.

3. If a request for reconsideration of share prices after issuance is not resolved, how may shareholders claim compensation for damages?

Pursuant to Clause 2, Article 165 of the Law on Enterprise 2020, as amended and supplemented in 2025, where requests for reconsideration of share prices after issuance are not resolved, shareholders may seek compensation for damages under the following provision: Members of the Board of Directors, the Director or General Director, and other managers who violate the provisions of Clause 1 of this Article shall take personal or joint liability for compensating lost benefits, returning benefits received, and compensating for all damages caused to the company and third parties.

However, in order to obtain compensation, shareholders must satisfy the conditions prescribed in Article 584 of the Civil Code 2015:

• There is an unlawful act.
• Actual damage has occurred.
• There is a causal relationship between the act and the damage incurred. .

IV. Questions relating to requests for reconsideration of share prices after issuance

1. When minority shareholders request reconsideration of share prices after issuance, is the company obligated to review the request? In which cases may the company refuse?

The Law on Enterprise 2020, as amended and supplemented in 2025, does not contain any provision granting shareholders the right to request the company to reconsider share prices after issuance merely because they believe such prices are inappropriate. Therefore, the company is not obligated to reconsider share prices after issuance upon request by minority shareholders.

However, where minority shareholders hold at least 5% of the total ordinary shares (or a lower ratio as prescribed by the company charter), they are entitled to request the Supervisory Board to inspect issues relating to the management and operation of the company (Article 115 of the Law on Enterprise 2020, as amended and supplemented in 2025). In such cases, the company may not refuse the request.

2. If financial statements are fraudulent, how may requests for reconsideration of share prices after issuance arise?

If financial statements are found to be fraudulent, shareholders may rely on Article 151 of the Law on Enterprise 2020, as amended and supplemented in 2025, to request reconsideration of share prices after issuance as follows:

• Within 90 days from the date of receipt of the resolution, minutes of the General Meeting of Shareholders, or vote-counting minutes relating to the collection of shareholders’ opinions.
• Providing evidence proving that the financial statements were fraudulent.
• Requesting the Court or Arbitration Tribunal to review and invalidate the resolution or part of the resolution of the General Meeting of Shareholders.

3. If the company refuses, may shareholders initiate legal proceedings relating to requests for reconsideration of share prices after issuance?

Pursuant to Article 151 of the Law on Enterprise 2020, as amended and supplemented in 2025, shareholders may initiate legal proceedings relating to requests for reconsideration of share prices after issuance where the company refuses the request and one of the following conditions is satisfied:

• The procedures and formalities for convening meetings and adopting resolutions of the General Meeting of Shareholders regarding issued share prices seriously violate legal provisions or the company charter.
• The issued share prices violate the law or the company charter.

In summary, where the company refuses the request, shareholders may initiate legal proceedings relating to reconsideration of share prices after issuance if either of the above circumstances exists.

4. When there is a request for reconsideration of share prices after issuance, is the company required to hire an independent valuation organization? Why?

The law does not require companies to engage an independent valuation organization when there is a request for reconsideration of share prices after issuance. However, based on current practice, appointing an independent valuation organization in such circumstances is advisable because it may:

• Reduce internal conflicts among shareholders.
• Serve as important evidence that may be submitted to the Court or commercial arbitration.

In conclusion, although not mandatory, companies should consider engaging an independent valuation organization when there is a request for reconsideration of share prices after issuance.

5. Why do requests for reconsideration of share prices after issuance often cause internal disputes within a company?

Requests for reconsideration of share prices after issuance often lead to internal disputes within a company due to several reasons, including:

• Such requests are closely connected to the economic interests of existing shareholders in the company.
• They may affect the reputation and responsibilities of the enterprise. 

From the above reasons, it can be seen that requests for reconsideration of share prices after issuance frequently become controversial issues within a company.

V. Are you looking for a reputable legal expert to assist with issues relating to requests for reconsideration of share prices after issuance?

Handling issues relating to share prices requires in-depth understanding of both the Law on Enterprises and financial valuation methods. Therefore, the current trend among companies is to seek reputable legal experts for assistance with matters relating to requests for reconsideration of share prices after issuance.

NPLaw, with many years of experience in the legal sector in general and in providing support for matters relating to requests for reconsideration of share prices after issuance in particular, is currently one of the leading legal consulting firms trusted by numerous clients.

The above information is for reference purposes only. Should clients require detailed advice for specific cases, please contact NPLaw Firm for immediate consultation.