The pre-emptive rights apply before any...
private placement, magic. That is a fact!
Below is the only time preemptive rights do not apply, period. If it's not a merger (stock swap) or acquisition they will definitely have to get prior approval from existing shareholders.
Preemptive rights generally do not arise from the sale of securities issued to employees, directors, and consultants pursuant to agreed limits (frequently under a stock option plan) or from the issuance of securities in connection with independent mergers or acquisitions with unrelated third parties.
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