Shareholder protection in share issuances: a comparative law and economics approach

A PhD teaser by Tom Vos

Corporations need cash to finance their activities. Issuing shares to investors is an important way of raising capital, with listed corporations raising hundreds of billions globally through share issuances. Share issuances also come with a risk, as they can dilute the voting and financial rights of the existing shareholders of the corporation. Some dilution of the existing shareholders may be necessary to raise capital successfully. However, “insiders” of the corporation, such as a significant shareholder or manager of the corporation, may have incentives to use their influence over the corporation to cause the corporation to issue shares for their personal benefit, to the detriment of the existing shareholders. This is an example of an “agency problem”, where the insiders (the agents) have the power to make decisions that affect the welfare of the shareholders (the principals), who have imperfect information about the insiders’ performance.

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