Disclosure of Information in the Context of Directed Share Issues – An Empirical Study on Accelerated Bookbuild Offerings Conducted by Finnish Publicly Traded Companies

Nordisk Tidsskrift for Selskabsret

2025 - nummer 2

Udgivet: 23. juli 2025

Sider: 107 - 135 (29 sider)

This paper investigates disclosure of information in the context of directed share issues, focusing on the reasons for accelerated bookbuild offerings (ABOs) that Finnish companies listed on Nasdaq Helsinki and First North Growth Market have communicated to the market. The public discourse has raised concerns about subscription discounts offered to institutional investors and the exclusion of minority shareholders from these types of share issues. The Finnish Companies Act requires a weighty financial reason for derogating from shareholders' pre-emptive rights, which has been the source of criticism when such reasons are not clearly communicated.

This study evaluates the reasons communicated in mandatory disclosures for arranging ABOs by Finnish companies from March 19, 2010, to November 27, 2024. The empirical analysis focuses on 42 ABOs, including 22 by listed companies and 20 by First North companies, to determine if the existence of a weighty financial reason is recognizable and to assess the appropriateness of the Finnish Securities Market Association’s new recommendation regarding disclosure of information in the context of directed share issues.

1. Introduction

Public discussion about directed share issues conducted by Finnish listed companies and First North companies 1

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Cover af Nordisk Tidsskrift for Selskabsret

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