Rights of Common Stockholders

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What this video covers

  • Why cumulative voting benefits minority shareholders, and the exam trap that majority shareholders win under statutory (regular) voting
  • How pre-emptive rights work through rights offerings, and why they are NOT automatic without charter grant
  • The three dividend types (cash, stock, and property): what is distributed and how each is taxed
  • Why the board of directors has zero legal obligation to declare common stock dividends, unlike cumulative preferred stock where skipped dividends accumulate
  • What constitutes a proper purpose for inspecting corporate books and records, and when the right is denied
  • The exact liquidation priority order: secured creditors, then unsecured/general creditors, then subordinated debenture holders, then preferred stockholders, then common stockholders last
  • Why common stockholders bear the greatest risk but retain unlimited upside potential, making the residual claim the core risk-reward trade-off

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