Omien osakkeiden hankinta ja yhdenvertaisuus pörssiyhtiössä
Avainsanat:
osakeyhtiöoikeus, yhdenvertaisuus, arvopaperimarkkinatAbstrakti
Own-share acquisition in the light of equal treatment of shareholders in a listed company
This article concerns the acquisition of own shares in the open market under the Finnish Limited-Liability Companies Act (624/2005; Companies Act). The focus is on the principle of equal treatment of shareholders (Companies Act, chapter 1, section 7). In the Companies Act, own-share acquisition is considered as lawful distribution of assets, similar to the payment of dividends. Compared to dividends, it is important to note that shares may be acquired in a proportion other than that of the shares held by the shareholders (directed acquisition) if there is a weighty financial reason for the company to do so. The Companies Act contains specific rules for decision-making of own-share acquisition; the decision shall be made by qualified majority in a General Meeting. However, decision-making is one matter, transaction-making can be another. The General Meeting generally authorises the Board of Directors to decide on acquisition in full or in part. The Board has the best information to foresee changes of share price, and therefore the Board has a lot of power in the allocation of unrestricted equity funds to shareholders. When the Board of Directors has been authorised to acquire a company’s own shares, the Board must act in the best interest of the company. Because of equal treatment of shareholders, the Board must also see to it that the acquisition is reasonable to the remaining shareholders. The information of the grounds of acquisition that the Board provides to the shareholders plays an important role. Especially in the case of directed acquisition the interpretation of the weighty financial reason should be grounded not only financial statements but also on an assessment of the acquisition in the light of future profit projections.
