|
Title
|
|
|
|
Authorisations to issue shares and disapply pre-emption rights in the UK, Belgium and France: law, economics and practice
|
|
|
Author
|
|
|
|
|
|
|
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. |
|
|
|
Language
|
|
|
|
English
|
|
|
Source (journal)
|
|
|
|
The journal of corporate law studies. - Place of publication unknown
|
|
|
Publication
|
|
|
|
Place of publication unknown
:
2023
|
|
|
ISSN
|
|
|
|
1473-5970
|
|
|
DOI
|
|
|
|
10.1080/14735970.2023.2244677
|
|
|
Volume/pages
|
|
|
|
23
:1
(2023)
, p. 231-269
|
|
|
ISI
|
|
|
|
001068042400001
|
|
|
Full text (Publisher's DOI)
|
|
|
|
|
|
|
Full text (open access)
|
|
|
|
|
|
|
Full text (publisher's version - intranet only)
|
|
|
|
|
|