Capitalizations and rights issues
Public and listed companies can offer both existing shareholders and the public to subscribe for new shares in the company through a rights issue. Private limited companies, however, have a restricted ability to sell shares to the public. By issuing new shares, the company can raise more capital. Common reasons for issuing new shares are the need for more money in the operative business or the intention to pay for an acquisition in shares instead of cash.
Interested to know more about capitalizations and rights issues?
Prior to a decision on a new rights issue, the board shall prepare a proposal. The decision is then made either by the shareholders at a general meeting or by the board with the support of an authorization from a general meeting. Shares can be issued either with or without a preferential right for existing shareholders. The Board may motivate a directed issue if they believe it is in the company’s best interest that the ownership is supplemented with one or more key investors. Directed issues cause a dilution of the remaining shareholders, therefore certain majority requirements apply.
There are also other types of issues such as bonus issues and non-cash issues. With a bonus issue no new shares are issued. In a non-cash issue, the shares are paid for with assets, not cash, such as other shares, real estate or intellectual property rights.
MCL has solid experience from assisting companies in capitalization processes through various types of rights issue arrangements. Our lawyers are specialists in both company law and stock market law and can assist you with valuable advice and legal expertise. MCL has also established several close collaborations with financial advisors and independent issuing agents, which has created us a wide network of partners that we can proudly offer to our clients.