Pros and cons of the pre-emption clause

Nicole Frigo, Partner, and Carlo Riso, Manager, analyze the limits of the pre-emption clause in corporate relations in an article published by the newspaper “Il Quotidiano Giuridico”.

In the article, our legal professionals question the margins of application of the pre-emption clause in achieving the objectives set by the shareholders. On the one hand, this tool protects a balanced relationship between the shareholders, on the other hand, it could become an obstacle to achieving certain corporate goals.

The pre-emption clause is generally introduced to protect shareholders against potential changes in the corporate structure, giving them a right of preference over the potential external party. This clause also protects the right of shareholders to proportionally increase their respective shareholding in the share capital and keep internal balances unchanged.

However, our legal experts note that, when drafting the clause, it is necessary to consider the circumstances in which this clause might apply, assuming any extraordinary transactions that may occur. It is therefore necessary to adopt the appropriate measures in order to guarantee a positive impact on the objectives set by the shareholders themselves.