Voting share

Voting share refers to a type of company stock that grants the shareholder the right to vote on company matters, such as electing the board of directors, approving mergers, and other significant corporate policies.
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Updated on May 29, 2024
Reading time 5 minutes

3 key takeaways

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  • Voting shares grant shareholders the right to vote on key corporate decisions, including the election of the board of directors and major corporate policies.
  • The number of votes a shareholder has is typically proportional to the number of voting shares they own, influencing the degree of control they can exert over the company’s decisions.
  • Voting shares are crucial for corporate governance, ensuring that shareholders have a say in the strategic direction and oversight of the company.

What is a voting share?

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A voting share is a type of equity ownership in a corporation that confers the right to vote on various corporate matters. These shares allow shareholders to influence the management and strategic direction of the company by participating in key decisions. Voting shares are commonly issued by publicly traded companies and play a vital role in corporate governance.

How do voting shares work?

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Voting shares work through a system where shareholders use their voting rights to make decisions on corporate policies and management. Here’s how it typically functions:

Shareholder meetings

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Voting typically occurs at annual general meetings (AGMs) or special meetings of shareholders. During these meetings, shareholders vote on various issues, such as the election of board members, approval of major transactions, and changes to corporate bylaws.

Proportional voting power

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The number of votes a shareholder has is usually proportional to the number of voting shares they own. For example, owning 100 voting shares might grant a shareholder 100 votes on each matter put to a vote.

Proxy voting

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Shareholders who cannot attend meetings in person can often vote by proxy, authorizing another person to vote on their behalf. This ensures that their voting rights are exercised even if they are absent from the meeting.

Example

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A technology company holds an annual general meeting where shareholders vote on the election of new board members. A shareholder who owns 10,000 voting shares has 10,000 votes to cast for each board position. If the company has one million voting shares outstanding, this shareholder holds 1% of the total voting power.

Importance of voting shares

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Voting shares are important for several reasons:

  • Corporate governance: Voting shares enable shareholders to participate in the governance of the company, ensuring that management is accountable to the owners of the company.
  • Strategic influence: Shareholders can influence significant corporate decisions, such as mergers and acquisitions, strategic initiatives, and executive compensation.
  • Protection of interests: Voting shares allow shareholders to protect their interests by participating in decisions that affect the value of their investment and the direction of the company.

Types of voting shares

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Common shares

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Most voting shares are common shares, which typically grant shareholders one vote per share. Common shareholders have the right to vote on major corporate matters and receive dividends.

Dual-class shares

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Some companies issue dual-class shares, where one class of shares has more voting power than the other. This structure often allows founders or insiders to maintain control over the company while raising capital from public investors.

Preferred shares with voting rights

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While most preferred shares do not have voting rights, some preferred shares may include voting rights, especially if certain conditions are met, such as missing dividend payments.

Example

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A media company may issue two classes of shares: Class A shares with one vote per share and Class B shares with ten votes per share. This dual-class structure allows the company’s founders to retain control over key decisions while raising capital from Class A shareholders.

Impact of voting shares on corporate decisions

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Board elections

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Voting shares are primarily used to elect the board of directors, who oversee the management and strategic direction of the company. Shareholders vote for board candidates based on their vision, experience, and alignment with shareholder interests.

Mergers and acquisitions

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Shareholders use their voting rights to approve or reject proposed mergers, acquisitions, or significant asset sales. These decisions can have a substantial impact on the company’s future and shareholder value.

Corporate policies

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Voting shares enable shareholders to vote on major corporate policies, such as amendments to the company’s bylaws, executive compensation plans, and shareholder resolutions.

Example

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A pharmaceutical company proposes a merger with a biotech firm to enhance its research capabilities. Shareholders use their voting shares to approve or reject the merger based on their assessment of the potential benefits and risks.

Challenges and criticisms of voting shares

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Concentration of power

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In companies with dual-class share structures, voting power may be concentrated in the hands of a few individuals, reducing the influence of ordinary shareholders and potentially leading to governance issues.

Limited influence for small shareholders

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Individual shareholders with small holdings may feel that their votes have little impact on the outcome of corporate decisions, which can discourage active participation in governance.

Example

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A social media company with a dual-class share structure allows its founders to control 60% of the voting power despite owning only 20% of the total equity. This concentration of power can lead to concerns about the alignment of management decisions with the interests of ordinary shareholders.

Understanding voting shares and their role in corporate governance is essential for investors, company management, and policymakers. For further exploration, related topics include corporate governance, shareholder rights, proxy voting, and dual-class share structures. These subjects provide deeper insights into the mechanisms and implications of voting shares and their impact on corporate decision-making.


Sources & references

Arti

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