ContractsCounsel Logo

Preemptive Right

Clients Rate Lawyers on our Platform 4.9/5 Stars
based on 7,581 reviews
Home Blog Preemptive Right

Jump to Section

The preemptive right is the privilege granted to shareholders allowing them to buy the company's additional shares before giving them to the general public. Principally, preemptive rights guarantee that current shareholders hold the first option to maintain their proportional ownership in the organization. It enables shareholders to sustain their relative ownership percentage and prevent their voting power and economic interests from being diluted. This blog post will discuss preemptive rights, their implications for investors, mechanisms, and more.

Mechanisms of the Preemptive Right

Preemptive rights allow existing shareholders to retain their proportional ownership in a company by authorizing them the first opportunity to purchase additional shares. Moreover, by exercising preemptive rights, shareholders can save their relative ownership stakes, prevent dilution, and control the organization's decision-making processes. Below are the mechanisms of preemptive rights.

  • Proportional Allocation: One of the principal purposes of preemptive rights is to guarantee that new shares are distributed proportionally among existing shareholders. Their existing ownership ratio specifies the issuance of shares to each shareholder. For instance, if a person holds 10% of the organization's stocks, they will retain the ownership to buy 10% of the newly allocated shares.
  • Timeframe for Exercise: Preemptive rights are typically exercised within a specified period to ensure fairness and efficiency. Companies establish a predetermined time frame for shareholders to exercise their rights to purchase additional shares. This timeframe allows shareholders sufficient time to assess their financial capacity and make well-informed investment decisions.
  • Pricing and Terms: The pricing and terms associated with preemptive rights are crucial factors to consider. Generally, companies offer existing shareholders new shares at a discounted price compared to what external investors pay. This discount serves as an incentive for shareholders to exercise their preemptive rights. It encourages their participation in the new share offering.
  • Transferability: Preemptive rights can differ depending on the organization's bylaws and ordinances. In some circumstances, shareholders can transfer their preemptive rights to another individual, allowing them to take advantage of potential investment prospects. Nevertheless, certain limitations may be in place to prevent misuse and preserve the integrity of these rights.

Implications for Investors Holding Preemptive Rights

Below are the critical implications for investors holding preemptive rights:

  • Protection of Ownership: Preemptive rights offer a crucial advantage by enabling current shareholders to uphold their proportional ownership in the company. These rights safeguard shareholders' relative ownership positions and prevent the dilution of their equity by permitting them to acquire additional shares before they are made available to the general public.
  • Cost-Effective Investment Opportunity: Preemptive rights frequently give investors an economical chance to acquire new shares at a discounted price. This discount incentivizes shareholders to exercise their privileges and invest further in the organization, leveraging their current investment at a more reasonable cost. Such cost-effective investment options can specifically appeal to long-term investors aiming to expand their exposure to a promising business.
  • Enhanced Flexibility and Control: Preemptive rights allow shareholders to determine whether to exercise their privileges, invest more, or trade their rights to interested parties. This flexibility authorizes investors to make strategic choices based on their evaluation of the organization's prospects, capital provisions, and investment purposes. Investors can align their investment plans with risk tolerance and financial objectives by maintaining authority over the decision-making procedure.
  • Potential for Increased Returns: By exercising preemptive rights and expanding their ownership in the company, investors may benefit from potential future growth and appreciation in value. If the newly issued shares generate favorable returns, the increased stake obtained through preemptive rights could contribute to the overall investment performance, allowing shareholders to capture a more major portion of the company's success.
  • Impact on Share Price and Liquidity: The announcement of a rights issue can affect a company's share price and liquidity. The expectation of additional shares entering the market may cause a temporary decrease in share price as demand shifts. Hence, investors must carefully assess the possible short-term impacts on the stock's market value and liquidity before exercising their preemptive rights.
  • Capital Allocation and Funding: Preemptive rights serve as a mechanism for companies to raise additional capital. By offering new shares to existing shareholders, companies can access a readily available pool of resources without pursuing external financing options or incurring additional debt. It allows businesses to finance development, research, expansion, or other growth initiatives, which, if successful, can eventually benefit shareholders in the long term.
Meet some lawyers on our platform

Sara S.

43 projects on CC
View Profile

Morgan S.

6 projects on CC
View Profile

Melissa L.

4 projects on CC
View Profile

Antonella C.

1 project on CC
View Profile

Types of Preemptive Rights

Some common types of preemptive rights in corporate finance are as follows:

  • Full Preemptive Rights: Full preemptive rights allow existing shareholders to purchase new shares in proportion to their existing ownership stakes. It implies that shareholders maintain the first opportunity to subscribe to new share allotments, allowing them to hold their relative ownership percentages.
  • Partial Preemptive Rights: Partial preemptive rights authorize current shareholders to buy new shares up to a specified limit. Moreover, under this agreement, shareholders may decide to use only a part of their rights or opt not to exercise them.
  • Oversubscription Rights: Oversubscription rights, also known as "subscription privileges," allow existing shareholders to purchase additional shares beyond their proportional ownership. Shareholders with oversubscription rights can acquire additional shares not taken up by other shareholders exercising their entire or partial preemptive rights.
  • Transferable Preemptive Rights: Transferable rights can be purchased or traded separately from the underlying shares. Moreover, shareholders can sell these rights in the market, authorizing shareholders to transfer their preemptive rights to other investors interested in obtaining additional shares. This preemptive right provides flexibility and liquidity to shareholders, as they can exercise the rights or market them to interested parties.
  • Non-Transferable Preemptive Rights: Non-transferable preemptive rights are related to the shares, and one cannot split or sell independently. Shareholders can only exercise these rights for themselves and cannot transfer them to others. Non-transferable preemptive rights often ensure existing shareholders retain the benefits of new share issuances.
  • Proportional Subscription Rights: Proportional subscription rights allocate new shares to existing shareholders based on their relative ownership. It means that shareholders receive rights equivalent to their current ownership percentage in the company. Proportional subscription rights aim to maintain the balance of ownership and prevent dilution among existing shareholders.
  • Standby Preemptive Rights: Companies provide standby preemptive rights when it intends to issue new shares but wants to ensure that all the stocks get sold. Under standby rights, existing shareholders can purchase any remaining unsubscribed shares after the preemptive rights offering expires. This mechanism provides a safety net for the company to ensure the successful completion of the share issuance.

Key Terms for Preemptive Rights

  • Shareholder Dilution: The reduction in an existing shareholder's ownership percentage due to the issuance of new shares is shareholder dilution.
  • Rights Offering: These types of securities allow existing shareholders to purchase additional shares through their preemptive rights.
  • Pro Rata Allocation: Pro rata allocation is a proportional distribution of available shares among existing shareholders exercising their preemptive rights.
  • Oversubscription Privilege: It is the option for existing shareholders to request additional shares beyond their pro rata allocation if other shareholders do not exercise their preemptive rights.
  • Shareholder Resolutions: Formal proposals submitted by shareholders to a company's management or board of directors may include matters related to preemptive rights.

Final Thoughts on Preemptive Rights

When an organization issues new shares, preemptive rights safeguard current shareholders' interests. By offering shareholders the opportunity to maintain their proportional ownership, preemptive rights ensure fairness and mitigate the potential dilution of ownership and control. For investors, understanding preemptive rights is crucial for making informed investment decisions, as they provide opportunities for both maintaining ownership and potentially benefiting from discounted share prices.

If you want free pricing proposals from vetted lawyers that are 60% less than typical law firms, click here to get started. By comparing multiple proposals for free, you can save the time and stress of finding a quality lawyer for your business needs.

Meet some of our Lawyers

Jennifer W. on ContractsCounsel
View Jennifer
5.0 (1)
Member Since:
May 24, 2023

Jennifer W.

Immigration Attorney
Free Consultation
New York
9 Yrs Experience
Licensed in CT
Quinnipiac University Law School

I am an Immigration attorney specializing in business, corporate, and family immigration. I have served the immigrant (EB1A/B/C, NIWs, and PERM) and non immigrant (H, L, O, TN, E) needs for individuals, families, start-up companies, and some of the largest financial and commercial companies. I have experience with adjustment of status and consular processing. Please let me know how I can serve your immigration needs.

Owen K. on ContractsCounsel
View Owen
5.0 (7)
Member Since:
May 24, 2023

Owen K.

Commercial Real Estate Lease Expert
Free Consultation
10 Yrs Experience
Licensed in CA
University of San Diego School of Law

I am an experienced transactional attorney with substantial experience (~10 years, 4+ at a large national law firm, 4.5 in-house) in the review/markup and drafting of commercial real estate leases and related agreements (subleases, amendments, terminations, estoppels, subordination agreements, design/engineering/construction/brokerage agreements, etc.). At my "day job," I handle all lease negotiations for a publicly traded company that has hundreds of locations. My role also involves the negotiation of contracts of other various types (product/service agreements, contractor agreements, NDAs, etc.). I am efficient and business-minded and am capable of taking an aggressive or more modest approach, depending on your preferences, leverage, and urgency.

Nicholas M. on ContractsCounsel
View Nicholas
5.0 (7)
Member Since:
June 1, 2023

Nicholas M.

Free Consultation
Providence, Rhode Island
13 Yrs Experience
Licensed in CT, NC, RI
The Catholic University of America, Columbus School of Law

Nicholas Matlach is a cybersecurity expert (CISSP) and an attorney who is dedicated to helping small businesses succeed. He is a client-focused professional who has a deep understanding of the challenges that small businesses face in the digital age. He also provides legal counsel to small businesses on a variety of issues, including formation, intellectual property, contracts, and employment law.

Andrew A. on ContractsCounsel
View Andrew
4.7 (1)
Member Since:
June 1, 2023

Andrew A.

Managing Partner
Free Consultation
Charlotte NC and SF CA
2 Yrs Experience
Licensed in CA
Thomas Jefferson School of Law

I am the Managing Partner of Adams Global Immigration, a Business Immigration Law firm focusing on nonimmigrant visa processing (H-1B, L-1, E-2, E-3, etc.) and immigrant visa processing (EB-1, EB-2, EB-3, PERM, NIW, etc.). I have many years of business immigration experience, including legal work at Jackson and Hertogs, Fragomen, E&M Mayock, and as a Freelance Immigration Specialist. My specialization includes complicated Request for Evidence responses and high-volume nonimmigrant visa preparation. I can provide legal advice regarding employment visa preparation, unique international travel issues, and various other complex immigration matters. Prior to joining Jackson & Hertogs in 2018, I served as a Certified Law Clerk with the San Diego Public Defender office through Thomas Jefferson School of Law (TJSL). In this role, I argued over 40 hearings in state court for criminal juvenile matters, adult misdemeanors, and adult felonies. I subsequently joined the TJSL Removal Defense clinic, wherein I argued and won a full asylum trial in Federal Court for a Moroccan refugee fleeing severe LGBTQ persecution.

Alan W. on ContractsCounsel
View Alan
Member Since:
May 24, 2023

Alan W.

Free Consultation
Cherry Hill, New Jersey
41 Yrs Experience
Licensed in PA
South Texas School of Law - Houston

40 years practicing most areas of commercial real estate and commercial real estate financing: heavy emphasis on reviewing, drafting and negotiating commercial shopping center leases, agreements of purchase and sale, title and survey, letters of intent, closing documents, lease amendments, lease terminations, etc

Jocelyne U. on ContractsCounsel
View Jocelyne
Member Since:
May 30, 2023

Jocelyne U.

Free Consultation
Las Vegas, Nevada
21 Yrs Experience
Licensed in MI, NV
University of Detroit Mercy

Jocelyne Uy graduated from law school in 2002 where she began her career in insurance defense where she practiced a wide range of issues relating to insurance policies and claims. Identifying a need for representation for those working cross border, Jocelyne understood the unique interplay of the laws of Canada and the U.S. and started her first firm in Michigan focusing on Canadian American immigration and tax law. Jocelyne and her partner realize that Nevada residents continuously face challenges in finding affordable and accessible representation to assist with their debt issues. Because of these challenges and continuous shifting economy, they are committed to assisting anyone who finds themselves struggling to handle the debt and credit cycle that often feels hopeless and endless. Jocelyne's firm has assisted clients in post-COVID financial crisis ranging from credit card debt, student loan debt, and COVID unemployment repayment hearings.

Steven W. on ContractsCounsel
View Steven
Member Since:
June 2, 2023

Steven W.

Free Consultation
Charlotte, North Carolina
2 Yrs Experience
Licensed in NC
North Carolina Central University

Attorney Steven Wax is ardent about helping his clients. Whether creating personalized estate plans, drafting and negotiating contracts or other legal matters. Steven’s goal is to assist and counsel his clients to protect them and their loved ones. Steven grew up on Long Island, New York. He attended the University of Massachusetts in Amherst earning a BS in Sport Management. He earned his paralegal certificate at Duke University and earned his Juris Doctorate from North Carolina Central University School of Law in Durham, NC. Steven has an extensive legal career in the life science sector, working for some of the world’s largest Contract Research Organizations since 2013. Steven has negotiated a broad range of contracts for both businesses and individuals. Steven participated in the NCCU Elder Law Project, where he prepared wills, durable powers of attorney, living wills, and health care powers of attorneys for low/fixed income clients in Durham and surrounding counties. Steven finds meaningful ways to share his skills and passion with his community. Steven volunteers his time to Wills for Heroes, which provides no-cost estate planning documents to first responders and their families, through the NC Bar Foundation.

Find the best lawyer for your project

Browse Lawyers Now
Learn About Contracts
See More Contracts
other helpful articles

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer


Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city