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Title
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Authorisations to issue shares and disapply pre-emption rights in the UK, Belgium and France: law, economics and practice
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Author
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Abstract
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| 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. |
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Language
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English
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Source (journal)
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The journal of corporate law studies. - Place of publication unknown
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Publication
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Place of publication unknown
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2023
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ISSN
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1473-5970
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DOI
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10.1080/14735970.2023.2244677
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Volume/pages
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23
:1
(2023)
, p. 231-269
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ISI
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001068042400001
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Full text (Publisher's DOI)
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Full text (open access)
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The author-created version that incorporates referee comments and is the accepted for publication version Available from 26.09.2024
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Full text (publisher's version - intranet only)
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