Pääsyoikeudella

Pääsyoikeudella is a Finnish corporate law term referring to the pre-emptive right of existing shareholders to subscribe for new shares in a company in order to maintain their proportional ownership when the company issues additional shares. The mechanism aims to prevent dilution of ownership and voting power for current shareholders during capital-raising events.

Typically, the right arises in connection with a rights issue, where new shares are offered to existing shareholders in proportion to their current holdings. The number of new shares a shareholder may subscribe to is determined by the terms of the issue, and the subscription period is set in the offering documents. Pääsyoikeudet are generally transferable, meaning shareholders can trade them to others if they do not wish to subscribe themselves. This transferability allows the market to determine the value of the rights during the subscription period.

The management or the general meeting may, in certain situations, restrict or exclude the right, for example in a directed or private placement, or when the issue is allocated to specific investors under lawful exceptions. Such waivers or deviations must be justified and are regulated by the company’s articles of association and applicable law.

Legal framework and practice in Finland are based on corporate and securities legislation, including the Osakeyhtiölaki (Limited Liability Companies Act) and related securities laws. The specifics of a rights issue, including how pääsyoikeudet are allocated and traded, are stated in the issue terms and the company’s governing documents.

Pääsyoikeus is a key concept in maintaining fair treatment of shareholders during equity financings and is closely linked to related concepts such as rights issues, dilution, and subscription rights.