| Abstract [eng] |
The master thesis examines the dynamic evolution of European share class regulation and its impact on corporate finance and governance. The paper begins with an exploration of the central tension driving legal reform: the intense global competition for capital pressuring nations to liberalize, constrained by historically rooted legal traditions and investor protection concerns. It highlights that this conflict results not in a uniform legal standard, but in a fragmented landscape of hybrid regulatory models. The author examines how different jurisdictions navigate this challenge and emphasizes that the most competitive legal frameworks are those that successfully balance the demand for corporate flexibility with the need for robust, clearly defined safeguards. Further research provides a detailed analysis of the emerging regulatory frameworks for distinct share classes. The paper proposes that the legalization of dual-class shares is not deregulation, but a new model of “structured permission,” where founder control is permitted in exchange for mandatory safeguards like voting caps and sunset provisions. The author also explores the liberalization of preference share regulation, arguing that a jurisdiction’s ability to attract venture capital is directly linked to its willingness to abandon rigid statutory menus in favour of greater contractual freedom. Moreover, the paper critically evaluates the traditional doctrine of capital maintenance, underscoring the need for more flexible, solvency-based tests for private companies issuing redeemable shares, arguing that such functional approaches offer a superior balance of corporate autonomy and creditor security. |
