The law amending the Securities Market Law and implementing the ISD in Spain modifies some aspects of the Spanish Companies Law, and in particular amends the non-voting shares regime. The new regime makes the non-voting shares more attractive, especially for listed companies. It has the following main features:
Issue of non-voting sharesStock companies may issue non-voting shares for a total face value of up to half its paid-up share capital.Legal privileges
Cumulative minimum dividend:
- holders of non-voting shares are entitled to receive a
preferential yearly fixed or variable minimum dividend, in
addition to the dividend distributed to the common
shares;
- this dividend is to be established in the by-laws, the law
having removed the 5% legal minimum;
- this dividend is mandatory and becomes cumulative if there
is no, or not enough, profits and until it is fully
paid;
- these shares are not affected by capital reductions made
because of losses, unless the reduction exceeds the face value
of the remaining common shares; and
-
priority in the reimbursement of the paid-up value in case
of the company's winding-up.
Attribution of voting rightIn non-listed companies, the non-voting shares entitle holders to voting rights while the minimum dividend is not distributed. This however does not apply to listed companies.
Pre-emptive rights With the new regime, the non-voting shares' pre-emptive rights in listed companies may be regulated in the company's by-laws. Luis de Carlos and Orson Alcocer