Bulgaria is set to allow trading in shares that carry more than one vote each. Parliament's budget and finance committee has backed, on first reading, changes to the law on public offering of securities put forward by the government.
The committee voted 18 in favour, none against and one abstention. The bill brings Bulgaria in line with an EU directive on companies that use this kind of share structure.
The idea is to let founders keep control of a company even after it issues shares with extra voting power. Deputy finance minister Metodi Metodiev, who presented the bill to the committee, said this would open the door for innovative startups in Bulgaria.
Companies with multiple-vote shares will be allowed to trade on multilateral trading venues, including the growth market for small and medium-sized firms.
To protect small shareholders, the law sets a double threshold for qualified-majority votes. Decisions that need a qualified majority under the commercial code will now require that majority both among the votes cast and among the shares represented at the general meeting.
The extra voting rights fall away in two cases: when the general meeting decides to turn the company into a public company so its shares can be admitted to a regulated market, or when the investment firm or market operator running the multilateral trading venue ends the company's listing there.
Companies will have to disclose their share structure in good time, so investors can make informed choices and trust the market. Any company with multiple-vote shares that are listed, or about to be listed, on the SME growth market must publish its share structure. It must also say if there are any limits on transferring shares or on voting rights. Where it knows them, the company must name holders of multiple-vote shares who control more than 5% of all voting rights, and say who can cast those votes on shareholders' behalf.
This information must go into the prospectus or the admission document for the multilateral trading venue. It must also appear in the annual financial report, unless it has already been published or has changed since it was last published.
During the debate, lawmakers said that between first and second reading they would look at tightening the wording on how the Financial Supervision Commission handles information that counts as professional secrecy.
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