Discriminating Shareholders through the Exclusion of Pre-emption Rights? – The European Infringement Proceeding against Spain (C-338/06) –

Grechenig Kristoffel
Additional contact information
Grechenig Kristoffel: University of St. Gallen, Department of Law.

European Company and Financial Law Review, 2007, vol. 4, issue 4, 571-592

Abstract: This article addresses a European infringement proceeding against Spain, which was joined by other Member States in 2007, including Finland, the United Kingdom and Poland. The European Commission alleges a violation of the Second Company Law Directive through a discrimination of shareholders. It argues that Spanish companies are allowed to issue shares below the market value and exclude the pre-emption rights of the existing shareholders. Such share issues result in a wealth transfer from old to new shareholders (often referred to as a “dilution” of shareholdings), contrary to the equal treatment clause of the Second Directive. This article shows that the dispute is partly due to a misunderstanding of Spanish law, including legal culture. It also finds that the allegations have merit to some extent but crucially depend on the fact finding of the European Court of Justice.

Date: 2007
References: Add references at CitEc
Citations:

Downloads: (external link)
https://doi.org/10.1515/ECFR.2007.028 (text/html)
For access to full text, subscription to the journal or payment for the individual article is required.

Related works:
This item may be available elsewhere in EconPapers: Search for items with the same title.

Export reference: BibTeX RIS (EndNote, ProCite, RefMan) HTML/Text

Persistent link: https://EconPapers.repec.org/RePEc:bpj:eucflr:v:4:y:2007:i:4:p:571-592:n:5

Ordering information: This journal article can be ordered from
https://www.degruyter.com/journal/key/ecfr/html

DOI: 10.1515/ECFR.2007.028

Access Statistics for this article

European Company and Financial Law Review is currently edited by Heribert Hirte

More articles in European Company and Financial Law Review from De Gruyter
Bibliographic data for series maintained by Peter Golla ().