eesõiguste

Eesõigused, in English often translated as pre-emptive rights, are a mechanism in Estonian corporate law that gives shareholders the right to subscribe for newly issued shares in a company in proportion to their existing shareholding. The purpose is to allow shareholders to maintain their ownership stake and voting power when the company raises capital.

The right arises in connection with a capital increase by issuing new shares and is governed by the Estonian Commercial Code and the company’s articles of association. The terms of the rights issue, including the subscription period, price, and the proportion of new shares available to each shareholder, are typically set by the general meeting or by the board within legal limits. Eesõigused can be restricted or waived by a decision of the general meeting or by provisions in the articles, for example in connection with certain employee incentive plans or specified strategic issuances.

How it works in practice: when a company announces a rights issue, existing shareholders are offered the chance to subscribe for a share of the new shares in proportion to their current holdings. If all rights are not exercised, remaining shares may be offered to other investors, subject to statutory and contractual rules and the company’s articles of association. The rights themselves may be transferable in some cases, allowing shareholders to sell their entitlement to subscribe rather than exercise it.

Eesõigused help protect investors from dilution and support transparent capital-raising practices.