Subscription right in non-public joint stock companies and the restriction, removal, and prevention of this right

Joint-stock companies require capital to fulfill their operational objectives. In a joint-stock company, the status of shareholders in the company, as well as most of their financial and administrative rights, are linked to their share's capital ratio. In the broadest sense, when a joint-stock company increases its capital to meet its financial needs, the most natural expectations of shareholders are to maintain their proportionate ownership and continue to benefit from their financial and administrative rights in the same manner. The realization of this expectation by the shareholders is possible by participating in the capital increase using their subscription rights. However, meeting the financial need that leads the company to increase its capital sometimes only becomes possible when shareholders partially or do not participate at all in the capital increase. Therefore, it is made possible for the general assembly to limit or remove the subscription rights of shareholders, and in the authorized capital system, for the authorized board of directors to do the same. To this end, there are material and formal elements that must be satisfied in the decision of the general assembly and the board of directors. Legal remedies are available for the shareholders to apply against the unlawful decision or act that prevents their subscription rights and to seek compensation for their damages.