Different classes of shares are often created, with different rights and obligations, eg, the right to appoint a specific number of directors. It is also possible, for instance, to appoint a manager who can only be dismissed by a qualified majority, in order to secure your "place" in the company.
Indeed, it is advisable to include in the articles of association a list of material decisions which must be approved by a qualified majority or are subject to a veto right. In addition, certain classes of shares may be given the right to greater dividends than others. What matters is not the number of shares held but the rights attached to the shares.
By law, shareholders in a limited-liability company have a pre-emptive right to subscribe with priority to new shares in cash in order to avoid dilution of their shareholdings. However, this preferential subscription right can be cancelled (including for the benefit of specified persons) by the general meeting, provided the quorum required to amend the articles of association is met. To ensure that no capital increase by means of a contribution in kind can take place without the approval of a certain
shareholder, capital increases can be included on the list of material decisions.
In order to avoid dilution, warrants can be issued to certain shareholders and exercised under specified circumstances (eg, upon a capital increase). Another alternative would be to issue profit-sharing certificates. The rights attached to such certificates should be described in the articles of association (eg, voting rights, dividends, etc).