shareholder rights

There is a lot of important terminology when referring to stock and stock transactions. Therefore, I felt that it needed its own post. Here is a breakdown of the important terms you should know in regards to stock.

Common Stock

Common stock is the most basic form of capital that a corporation can have. All corporations will have common stock. One unit of stock is called a share. Common shareholders have certain rights of ownership.

  1. Voting rights – Common shareholders have the right to vote at annual meetings, either in person or by proxy, on matters such as electing the board of directors, mergers, and liquidation.
  2. Dividend rights – A dividend is a payment of company profits to the shareholders. Companies are not required to pay dividends but only shareholders can receive dividends. According to a 2013 New York Times article, .
  3. Liquidation rights – When a company liquidates, common shareholders have the right to any remaining assets after all debts are paid. Typically, a company liquidates because of poor performance or bankruptcy and the shareholders rarely recover any of their investment in those cases. While the right exists, it is not a very useful one.
  4. Preemptive rights – If a company issues new shares, those additional shares dilute or lessen the percentage of ownership of the current shareholders. Preemptive rights give the current shareholders the right to purchase enough shares to maintain their current percentage of ownership. For example, if a company plans to issue 100,000 new shares of stock and Bob owns 5% of the current shares of stock, the company must offer 5% of the new shares to Bob before offering them on the open market. Bob must have the cash to purchase the additional shares.

Preferred Stock

Preferred stock is often called a hybrid investment because it has some characteristics of stock and some characteristics of bonds. Like common shareholders, preferred shareholders have liquidation and dividend rights. Preferred shareholders actually have preferential rights over common shareholders. That means that preferred shareholders would be paid before common shareholders in both circumstances.

Unlike common shareholders, preferred shareholders typically do not get voting rights.

Preferred stock is similar to bonds because it offers a fixed dividend rate. For example, a $1000 preferred share might have a face rate of 7%. That means that for each share owned, the shareholder would get a dividend of $70. This rate is fixed as long as the preferred share is in circulation. Preferred stock can also be called, meaning that after a certain period of time, the company has the right to redeem the preferred shares. Preferred stock can be convertible, which means that the shares can be converted to common stock.

Less than 10% of companies have preferred stock. for a list of companies that have preferred shares.

Treasury Stock

Treasury stock is stock that has been repurchased by the company. Treasury stock is a contra-equity account and therefore, has a debit balance. Shares of common stock lose all of the rights the shares would traditionally have once they have been repurchased by the company. Treasury shares can serve a number of purposes. Companies will repurchase shares to use for stock options, bonuses, or employee programs (retirement matching or employee stock purchase plans). Companies will also repurchase shares to help strengthen the remaining shares on the market.

Number of Shares Authorized

Authorized shares are the total number of shares the company is allowed to sell. The number of shares authorized is designated in the corporate charter (organizational document). Companies must be sure to authorize enough shares to allow for growth in the company because in most states, it is rather difficult to change the corporate charter.

Number of Shares Issued

Issued shares are the shares the company has elected to sell. This number cannot be greater than the number of shares authorized.

Number of Shares Outstanding

Outstanding shares are the shares that have been issued that are currently not owned by the company as treasury stock. These shares are the shares that are owned by the general public. Outstanding shares include all parties that are not the company, including current and former employees. Only company owned shares are excluded from this total.

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