Kinnitusosakesi

Kinnitusosakesi, commonly known as a "shareholder's right of pre-emption" in English, is a legal principle primarily found in Finnish company law. It ensures that existing shareholders have the first opportunity to purchase newly issued shares in a company before they are offered to the public or other investors. This right helps maintain proportional ownership among shareholders and prevents dilution of their existing stakes.

The concept is rooted in the Finnish Companies Act, which aims to protect minority shareholders from being unfairly disadvantaged by new share issuances. When a company decides to issue additional shares, it must first offer them to its current shareholders in proportion to their existing holdings. This process is known as a pre-emption right or subscription right. If shareholders decline to exercise their rights, the remaining shares can then be offered to third parties.

Kinnitusosakesi applies to both public and private limited liability companies (osakeyhtiöt) in Finland, though the specifics of how it is implemented may vary depending on the company’s articles of association. The right is designed to ensure fairness and transparency in share issuance, fostering confidence among investors. However, companies may include exceptions in their bylaws, such as for authorized share issuances or employee stock option plans, where pre-emption rights may not apply.

This legal mechanism plays a key role in maintaining shareholder equity and preventing potential conflicts arising from unequal access to new capital. It reflects broader principles of corporate governance aimed at balancing the interests of all stakeholders while allowing companies flexibility in raising funds.