Non-voting Stock
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Non-voting stock is the
stock Stocks (also capital stock, or sometimes interchangeably, shares) consist of all the Share (finance), shares by which ownership of a corporation or company is divided. A single share of the stock means fractional ownership of the corporatio ...
that provides the shareholder very little or no vote on corporate matters, such as election of the
board of directors A board of directors is a governing body that supervises the activities of a business, a nonprofit organization, or a government agency. The powers, duties, and responsibilities of a board of directors are determined by government regulatio ...
or
mergers Mergers and acquisitions (M&A) are business transactions in which the ownership of a company, business organization, or one of their operating units is transferred to or consolidated with another entity. They may happen through direct absorpt ...
. This type of share is usually implemented for individuals who want to invest in the company's profitability and success at the expense of voting rights in the direction of the company. The investors still get
dividends A dividend is a distribution of profits by a corporation to its shareholders, after which the stock exchange decreases the price of the stock by the dividend to remove volatility. The market has no control over the stock price on open on the ex ...
and can participate in capital gains as the shares can be bought and sold in the same way as normal shares.
Preferred stock Preferred stock (also called preferred shares, preference shares, or simply preferreds) is a component of share capital that may have any combination of features not possessed by common stock, including properties of both an equity and a debt ins ...
typically has non-voting qualities. Many countries such as Germany, Russia, the
United Kingdom The United Kingdom of Great Britain and Northern Ireland, commonly known as the United Kingdom (UK) or Britain, is a country in Northwestern Europe, off the coast of European mainland, the continental mainland. It comprises England, Scotlan ...
and other
commonwealth realm A Commonwealth realm is a sovereign state in the Commonwealth of Nations that has the same constitutional monarch and head of state as the other realms. The current monarch is King Charles III. Except for the United Kingdom, in each of the re ...
s have laws or policies against multiple/non-voting stock. In the US, not all corporations offer voting stock and non-voting stock, nor do all stocks usually have equal voting power. Warren Buffett's
Berkshire Hathaway Berkshire Hathaway Inc. () is an American multinational conglomerate holding company headquartered in Omaha, Nebraska. Originally a textile manufacturer, the company transitioned into a conglomerate starting in 1965 under the management of c ...
corporation has two classes of stocks, Class A voting stock () and Class B non-voting stock (). The Class B stock carries 1/10,000th of the voting rights of the Class A stock, but 1/1,500th of the dividend.


Takeover

Non-voting stock may also thwart
hostile takeover In business, a takeover is the purchase of one company (law), company (the ''target'') by another (the ''acquirer'' or ''bidder''). In the UK, the term refers to the acquisition of a public company whose shares are publicly listed, in contrast t ...
attempts. If the founders of a company maintain all of the voting stock and only sell non-voting stock to the public, takeover attempts are unlikely. They may occur only if the founders are willing to tender an offer by an unfriendly bidder. There are consequences to not releasing voting rights to common shareholders; these include fewer supplicants for a friendly takeover, displeased shareholders as a result of the corporation's limited growth potential, and difficulty finding bidders for additional non-voting shares in the market. However, this is debatable since all publicly traded companies have their common shares in the open market for anyone to purchase. Examples include
Tencent Tencent Holdings Ltd. ( zh, s=腾讯, p=Téngxùn) is a Chinese Multinational corporation, multinational technology Conglomerate (company), conglomerate and holding company headquartered in Shenzhen. It is one of the highest grossing multimed ...
buying a non-voting 12% stake in Snap Inc. in 2017.


See also

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Mergers and acquisitions Mergers and acquisitions (M&A) are business transactions in which the ownership of a company, business organization, or one of their operating units is transferred to or consolidated with another entity. They may happen through direct absorpt ...
*
Microeconomics Microeconomics is a branch of economics that studies the behavior of individuals and Theory of the firm, firms in making decisions regarding the allocation of scarcity, scarce resources and the interactions among these individuals and firms. M ...
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Industrial organization In economics, industrial organization is a field that builds on the theory of the firm by examining the structure of (and, therefore, the boundaries between) firms and markets. Industrial organization adds real-world complications to the per ...
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Voting interest Voting interest (or voting power) in business and accounting means the total number, or percent, of votes entitled to be cast on the issue at the time the determination of voting power is made, excluding a vote which is contingent upon the happenin ...


References


Further reading

* {{stock market Stock market Mergers and acquisitions Equity securities