Κατεύθυνση Εταιρείες και Χρηματοδότηση
Library of the School of Law

2021-02-04

2021

Seiragaki Christina

Γεώργιος Σωτηρόπουλος, Καθηγητής, Νομική, ΕΚΠΑ
Εμμανουήλ Μαστρομανώλης, Επίκουρος Καθηγητής, Νομική, ΕΚΠΑ
Νικόλαος Βερβεσός, Επίκουρος Καθηγητής, Νομική, ΕΚΠΑ

Ο αποκλεισμός - περιορισμός του δικαιώματος προτίμησης των μετόχων στην Ανώνυμη Εταιρεία

Greek

The exclusion - restriction of the pre-emptive right of the shareholders in the societe anonyme

The present dissertation aims to demonstrate the specific conditions under which the pre-emptive right of the old shareholders in the societe anonyme can be either limited or excluded. The first part of the dissertation refers to the importance of the pre-emptive right and its specific function, in relation to the risks entailed on the part of the shareholders in the case of each increase in the share capital. In addition, reference is made to the holders of the pre- emptive right, while the pre- emptive right is distinguished from the right of first refusal. In the main part of the dissertation, the specific conditions of exclusion or restriction of the pre-emptive right are analyzed. In particular, the procedure to be followed for the exclusion of the right of pre-emption is examined, specifying both the formal and the substantive conditions of exclusion. Special mention is made on the new legislation which, for the first time, explicitly provides the ability of excluding the right of pre-emption from the Board of Directors or the ordinary General Assembly. Furthermore, reference is made to the cases of legal exclusion of the pre-emption right, which takes place ex lege. Finally, the legal consequences of the unlawful exclusion of the shareholders' pre-emptive right with regard to the abuse of the power of the majority are examined. The issue of the possibility of annulling the decision to exclude the right of pre-emption, which has been a matter of debate for science under the previous legal regime as well as the present, is especially highlighted, as the new regulations of law 4548/2018 concerning the defective decisions, give rise to new issues to be discussed.

Law and Legislation

Commercial Law
Company law

societe anonyme, the pre-emptive right, capital increase

No

0

No

37

97

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https://pergamos.lib.uoa.gr/uoa/dl/object/2934460