OBLIGACIONES CONVERTIBLES Y EXCLUSIÓN DEL DERECHO DE SUSCRIPCIÓN PREFERENTE.

Abstract

Contrary to what the European Commission sustained in its recent legal proceedings against Spain for incorrect transposition of the Second Directive on Companies, the fact that domestic legislation is silent on the possibility of refusing pre-emption rights in convertible bond issues does not mean that the possibility is unviable. This is the central thesis of this paper, which also addresses other questions collateral to the main question, particularly the admissibility of delegating to directors the power to issue convertible bonds with refusal of preemption rights and clarification of the criteria pursuant to which judgement must be made on how conducive refusal is to the «company interest».