Are shareholders being treated fairly?

jøril mæland
Førsteamanuensis Jøril Mæland ved NHH er med i Verdipapirlovutvalet, som skal undersøkje om aksjonærar blir behandla ulikt når børsnoterte selskap hentar inn ny kapital.
By Sigrid Folkestad

22 October 2026 07:40

Are shareholders being treated fairly?

Private placements account for over 90 per cent of share issue volume on Norwegian stock exchanges. A government-appointed committee will examine whether this practice disadvantages shareholders.

THE COMMITTEE

The committee was established by the Norwegian Ministry of Finance in 2015 to review and propose necessary amendments to legislation and regulations, including those required to implement EEA rules governing securities markets.

Members: Lawyer and Adjunct Professor Filip Truyen (Chair), Deputy Director General Erling Rikheim, Senior Supervisory Adviser Kristin Lund, Associate Professor Jøril Mæland, lawyer Eirik Solem, Legal Director Kjell Vidjeland, Head of Legal/ lawyer Halvor E. Sigurdsen, Director of Compliance and Legal Affairs Christina Stray, and Legal Director Angela Nygaard.

Earlier this autumn, the Securities Law Committee received an additional mandate. The committee has been tasked with preparing a report on share issues – where companies issue new shares to raise capital – and the equal treatment of shareholders.

Unfair treatment of shareholders?

The Financial Supervisory Authority of Norway (Finanstilsynet) has expressed concerns that the widespread use of private placements may increase the risk of unjustified unequal treatment of shareholders. It therefore proposed that the Ministry of Finance appoint a committee to examine the issue.

`What are the consequences of the widespread use of private placements?´

`That is precisely one of the questions the committee will examine. Private placements offer companies a quick and flexible way to raise capital, and there may be good reasons for using them, ´says Jøril Mæland.

Mæland is an Associate Professor at NHH's Department of Finance and a member of the committee. The committee is chaired by Filip Truyen, a partner at Wikborg Rein and Adjunct Professor at NHH.

Shares offered to selected investors

In Norway, more than 90 per cent of the capital raised through share issues on stock exchanges is raised through private placements.

`Among other things, we will assess whether the regulatory framework adequately protects shareholders who are excluded from participating, ´ says Mæland.

Private placements account for a large proportion of share issues in the Norwegian capital market. In these transactions, only selected investors are invited to subscribe for new shares.

There may be good reasons for companies to raise capital through private placements, the Ministry of Finance states in the committee's mandate.

Rights issues

However, such transactions may also disadvantage shareholders who are unable to participate.

If adopted, the proposed easing of prospectus requirements will make it easier for companies to carry out rights issues, giving existing shareholders the opportunity to subscribe for new shares.

The Ministry has concluded that there are grounds for examining whether further measures are needed to prevent shareholders from being subjected to unjustified unequal treatment in connection with share issues.