Dreptul preferenţial de subscripţie al acţionarilor la majorarea capitalului social
THE SHAREHOLDERS' PREFERENTIAL RIGHT OF SUBSCRIPTION AT THE INCREASE OF THE TRADING COMPANIES' REGISTERED CAPITAL

Summary/Abstract: Nowadays, private investors are confronted with serious financial challenges. Therefore, business decisions have to be made quickly, however taking into consideration the relevant legal provisions and their long-term implications on the company that they run. Frequently, an amendment of the company's articles of association is required, whether there is an increase or reduction of the registered capital, an alteration of the company’s objects clause or legal status, a merger or a downsizing, etc. The increase of the registered capital through new contributions or by compensating the liquid and matured claims on the company with its own shares requires that the shareholders' preferential right to subscribe the newly issued shares is observed and restricted or suppressed only under the mandatory provisions stipulated by Company Law and Capital Market Law. Any resolution of the Extraordinary General Meeting of Shareholders or of the delegated administrative or management body on capital increase made in violation of the preferential right of subscription is annullable. Consequently, the topic of this article is extremely relevant for both the juridical and economic doctrine and for a lawful corporate governance. In dealing with the above-mentioned issues, the author begins with the notion and legal characters of the preferential right of subscription, its holders, the price and period within which the right may be exercised. Following this, the study examines the legal consequences of the exercise of the right and its withdrawal or restriction under the relevant legal provisions. The article also refers to its trading inside or outside a regulated market and to the special situation of the privatization of the company. Finally, a last short section of the paper is dedicated to the legal action in annulment of the resolution on capital increase made in violation of the shareholders' preferential right of subscription. The conclusions of the study list the main circumstances in which an in-depth knowledge of the statutory provisions on this topic is necessary to both management bodies and shareholders of the company.

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