Suunnatun maksuttoman osakeannin käyttöedellytykset ja -tilanteet

Abstrakti

The Finnish Limited Liability Companies Act of 2006 featured a change to previous law in allowing companies to issue shares both in a directed manner – that is, not proportionally to shareholders’ existing ownership – and without payment. According to the Act, such issuing of shares is permissible only when an especially weighty financial reason concerning both the company and the interests of all shareholders is at hand.

These preconditions pertain to the more general topics of company benefit and equal treatment of shareholders. Consequently, a directed issue of shares without payment is not radically different from any other decision made by a company’s governing bodies in that evaluating its validity is largely based on the same overarching principles. If such an issue of shares is not used solely to reinforce a shareholder’s existing majority and it is part of a larger arrangement that is beneficial to both the company and its shareholders, it may most likely be considered acceptable.

Shares are commonly issued in this manner to follow through with executive compensation, a combining of share classes, a corporate acquisition or business co-operation. However, as Finnish courts have only seldom handled cases in which the validity of an issue of shares has been evaluated, authoritative legal opinions surrounding this topic remain scant.