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In this paper, I analyse the role of shareholder approval and pre-emption rights in protecting shareholders in share issuances by listed corporations in the UK, Belgium and France. In these countries, shareholder approval and pre-emption rights are in principle required for share issuances, but the general meeting can authorise the board of directors to issue shares and disapply pre-emption rights. Proxy advisors and institutional investors have adopted guidelines that signal that they strongly support pre-emption rights and shareholder approval of share issuances. However, I provide empirical evidence that these guidelines are often not followed in France and Belgium, especially for smaller corporations with high levels of insider ownership. I contrast this with the strong impact of the guidelines in the UK. I also offer explanations for these differences, as well as policy options that would give shareholders a larger say on the balance between flexibility and accountability regarding authorisations. [ABSTRACT FROM AUTHOR]

The article focuses on a leximetry study of corporate laws related to shareholder protection in Great Britain, United States, Germany, France and India.. The corporate law of the United States is weaker than the law of the four other countries due to their stronger protection of minority shareholders. The similarities of laws in terms of proxy voting, power for de-facto changes and appraisal rights of the five countries are also presented.