(88)Second Council Directive 77/91/EEC of 13 December 1976 on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 58 of the Treaty, in respect of the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent, contains rules on the shareholders' right to decide on the capital increase and decrease, on their right to participate in any new share issue for cash ...[+++]consideration, on creditor protection in the event of capital reduction and the convening of shareholders' meeting in the event of serious loss of capital.

The Directive clarifies what is meant by contributions of capital (including the formation of, or conversion into, a capital company, or increases in capital shareholding by contributions of assets or by capitalisation of profits or reserves.) and by restructuring operations such as mergers effected by contribution of assets or by exchange of shares.

The Directive clarifies what is meant by contributions of capital (including the formation of, or conversion into, a capital company, or increases in capital shareholding by contributions of assets or by capitalisation of profits or reserves.) and by restructuring operations such as mergers effected by contribution of assets or by exchange of shares.

In this context, more general structural measures not constituting State aid may also contribute to an increase in the provision of risk capital, such as promoting a culture of entrepreneurship, introducing a more neutral taxation of the different forms of SME financing (for example new equity, retained earnings and debt), fostering market integration, and easing regulatory constraints, including limitations on investments by certa ...[+++]in types of financial institutions (for example, pension funds) and administrative procedures for setting up companies.

It imposes a minimum legal capital to public limited liability companies, and contains a number of detailed provisions aiming at protecting shareholders and creditors, which apply inter alia to the formation stage, to distributions to shareholders, to acquisitions of own shares, to increases in capital and to reductions in capital.

Prior to selling its holding in Interinvest to Andes Holding BV, Iberia plans to increase the latter's capital by three operations: the transfer to Interinvest of loans that Iberia has taken out on Arsa; an injection of additional funds; and transfer to Interinvest of some of the Arsa shares directly held by Iberia amounting to 10 % of the capital of Arsa.