Riktade nyemissioner i aktiemarknadsbolag: Särskilt om riktade kontantemissioner till befintliga aktieägare
Sammanfattning: When a company needs new capital, it has several financing options to choose from, one of which is a new issue of shares for cash payment. In the case of such an issue, the main rule according to Swedish law is that the existing shareholders have pre-emption rights to the new shares (rights issue). However, it is also possible, with deviation from the shareholders' pre-emption rights, to offer certain specified legal entities to subscribe for new shares in the company (directed issue). Whether and under which conditions it is possible to direct a new issue of shares to specific existing shareholders is not clear from the Swedish Companies Act (2005:551) and the attitude toward such issues has historically been restrictive. However, the question is of great practical importance for the financing of publicly traded companies. The thesis focuses on directed issues in publicly traded companies and examines the conditions under which a directed issue to specific existing shareholders is permissible under company law and securities markets law, as well as how these regulatory regimes relate to each other in this case. The legal situation is described based on the widely accepted sources of law. The basis is the Swedish Companies Act. The Swedish securities markets law is partly governed by self-regulation. Therefore, such regulation is considered. The result of the study shows that company law and securities markets law are closely connected in the case of directed issues, and that self-regulation does not impose higher demands than company law. Further, the study shows that, in recent years, there has been a certain loosening of the restrictive approach toward directed issues to specific existing shareholders, both in company law and securities markets law. One conclusion is that the circle of eligible subscribers is not of decisive importance for directed issues' compliance with company law and securities markets law. Despite this, the study shows that the conditions for directing a new issue of shares to specific existing shareholders, are generally fewer than in other cases. Another conclusion is that there is no general answer to the question of when a directed issue to specific existing shareholders is permissible under company law and securities markets law, but that an overall assessment must be made in each case. For this reason, in the final part of the thesis, the factors most likely to be of legal significance in such an assessment are presented.
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