Voting vs. Non-Voting Common Stock
Disclaimer: This post discusses general legal issues, but it does not constitute legal advice in any respect. This post is not a substitute for legal advice and is intended to generate discussion of various issues. No reader should act or refrain from acting on the basis of any information presented herein without seeking the advice of counsel. Cara Stone, LLP. and the author expressly disclaims all liability in respect of any actions taken or not taken based on any contents of this post. The views expressed herein are personal opinion.
Companies have the ability to issue both voting and non-voting common stock to shareholders. Voting common stock allows the shareholder to participate in corporate decision making through the use of their voting rights. Non-voting common stock does not come with voting rights, but the shareholder is still entitled to receive dividends and other financial benefits associated with being a shareholder.
While it is possible for a company to issue both voting and non-voting common stock, it is not typical for companies that are seeking angel or venture capital financing to do so. This is because these types of investors generally expect to have a say in the company’s decision making process and therefore prefer to hold voting common stock.
Instead of issuing both voting and non-voting common stock, it is more common for companies to issue common stock in the form of a restricted stock grant to key employees, such as co-founders or early hires. For other individuals, such as future employees and contractors, the company may issue options, which are the right to purchase stock at a future date at a predetermined price. These options are usually subject to vesting, meaning that the individual must meet certain criteria before they can exercise their options and receive actual shares of stock with voting and dividend rights.
In summary, while it is possible for a company to issue both voting and non-voting common stock, it is not typical for companies seeking angel or venture capital financing. Instead, these companies usually grant restricted stock to key employees and issue options to other individuals. Options give the holder an equity-like interest in the company, but do not come with voting or dividend rights until they are exercised and the individual becomes a shareholder.
Disclaimer: This post discusses general legal issues, but it does not constitute legal advice in any respect. This post is not a substitute for legal advice and is intended to generate discussion of various issues. No reader should act or refrain from acting on the basis of any information presented herein without seeking the advice of counsel. Cara Stone, LLP. and the author expressly disclaims all liability in respect of any actions taken or not taken based on any contents of this post. The views expressed herein are personal opinion.
Companies have the ability to issue both voting and non-voting common stock to shareholders. Voting common stock allows the shareholder to participate in corporate decision making through the use of their voting rights. Non-voting common stock does not come with voting rights, but the shareholder is still entitled to receive dividends and other financial benefits associated with being a shareholder.
While it is possible for a company to issue both voting and non-voting common stock, it is not typical for companies that are seeking angel or venture capital financing to do so. This is because these types of investors generally expect to have a say in the company’s decision making process and therefore prefer to hold voting common stock.
Instead of issuing both voting and non-voting common stock, it is more common for companies to issue common stock in the form of a restricted stock grant to key employees, such as co-founders or early hires. For other individuals, such as future employees and contractors, the company may issue options, which are the right to purchase stock at a future date at a predetermined price. These options are usually subject to vesting, meaning that the individual must meet certain criteria before they can exercise their options and receive actual shares of stock with voting and dividend rights.
In summary, while it is possible for a company to issue both voting and non-voting common stock, it is not typical for companies seeking angel or venture capital financing. Instead, these companies usually grant restricted stock to key employees and issue options to other individuals. Options give the holder an equity-like interest in the company, but do not come with voting or dividend rights until they are exercised and the individual becomes a shareholder.
