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Authorisations to issue shares and disapply pre-emption rights in the UK, Belgium and France: law, economics and practice.
- Source :
-
Journal of Corporate Law Studies . Apr2023, Vol. 23 Issue 1, p231-269. 39p. - Publication Year :
- 2023
-
Abstract
- In this paper, I analyse the role of shareholder approval and pre-emption rights in protecting shareholders in share issuances by listed corporations in the UK, Belgium and France. In these countries, shareholder approval and pre-emption rights are in principle required for share issuances, but the general meeting can authorise the board of directors to issue shares and disapply pre-emption rights. Proxy advisors and institutional investors have adopted guidelines that signal that they strongly support pre-emption rights and shareholder approval of share issuances. However, I provide empirical evidence that these guidelines are often not followed in France and Belgium, especially for smaller corporations with high levels of insider ownership. I contrast this with the strong impact of the guidelines in the UK. I also offer explanations for these differences, as well as policy options that would give shareholders a larger say on the balance between flexibility and accountability regarding authorisations. [ABSTRACT FROM AUTHOR]
- Subjects :
- *STOCKHOLDERS
*STOCKS (Finance)
*PRE-emption
*BOARDS of directors
Subjects
Details
- Language :
- English
- ISSN :
- 14735970
- Volume :
- 23
- Issue :
- 1
- Database :
- Academic Search Index
- Journal :
- Journal of Corporate Law Studies
- Publication Type :
- Academic Journal
- Accession number :
- 172839685
- Full Text :
- https://doi.org/10.1080/14735970.2023.2244677