voorkeursrechten

Voorkeursrechten, in Dutch corporate law, are rights that protect existing shareholders when a company issues new shares. They give current shareholders the first option to subscribe to newly issued shares in proportion to their current holdings, allowing them to maintain their percentage ownership and voting power. The right is usually established by law or by the company’s articles of association, and applies to capital increases in both private and public companies, subject to any waivers or exemptions provided in the governing documents.

When a capital increase is contemplated, the company typically announces the number of new shares, the issue price, and the subscription period. Each shareholder may subscribe for a number of new shares proportional to their current stake. The pre-emptive right can often be transferred to another investor, depending on the company’s articles and applicable rules.

The general meeting can, by resolution, exclude or limit these rights, for example to facilitate strategic investments, employee participation plans, or certain financing structures. Exclusion or limitation usually requires a valid rationale and may be subject to statutory or articles-based protections.

Impact: Voorkeursrechten protect existing investors against unwanted dilution and help maintain control and earnings-per-share, but they can reduce the company’s flexibility to raise capital quickly. They reflect a balance between investor protection and fundraising needs.

Example: A company with 1,000,000 existing shares plans to issue 200,000 new shares. A shareholder holding 100,000 shares would generally be entitled to subscribe for 20,000 of the new shares, assuming no waiver and full exercise of the rights.