Rights of Common Stockholders
Chapters in this video
What this video covers
- Why statutory voting favors majority shareholders while cumulative voting protects minority shareholders, and how to run the shares times seats math
- What pre-emptive rights actually do, why they are NOT automatic, and how a rights offering (subscription rights) lets shareholders avoid dilution
- The three types of dividends (cash, stock, property) and the tax treatment of each
- Why the board of directors has zero legal obligation to declare common stock dividends, unlike cumulative preferred stock
- When a shareholder can inspect corporate books and records, and what counts as a proper purpose versus harassment or competitive use
- The liquidation priority waterfall: secured creditors, unsecured creditors (including bondholders), preferred stockholders, then common stockholders
- Why debt always beats equity in liquidation, and why common stockholders accept that residual-claim risk in exchange for unlimited upside
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