Utah Reclassification of Class B common stock into Class A common stock
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FAQ
A subdivision of a class of shares. If a corporation's articles permit shares of a class to be issued in one or more series, the directors may designate and assign characteristics to a series of shares that, subject to some limitations, may be different from shares of the same class in other series.
Most management actions are protected from judicial scrutiny by the business judgement rule: absent bad faith, fraud, or breach of a fiduciary duty, the judgement of the managers of a corporation is conclusive.
The Bottom Line. Class A and Class B shares differ in their availability, convertibility, and power as it relates to voting. One isn't necessarily better than the other, but Class A shares offer significant benefit in the event of a sale or when an outside force wants to obtain more voting power.
Purchasers of common stock are granted specific rights that may include the following: Voting at stockholder meetings. Selling or otherwise disposing of stock. Having the first opportunity to purchase additional shares of common stock issued by the corporation. Sharing dividends with other common stockholders.
Class A, common stock: Each share confers one vote and ordinary access to dividends and assets. Class B, preferred stock: Each share confers one vote, but shareholders receive $2 in dividends for every $1 distributed to Class A shareholders. This class of stock has priority distribution for dividends and assets.
A series is a subset of a class of shares. If provided for in its articles, a corporation can issue a class of shares in one or more series. The articles may also authorize the directors to create and designate a class of shares in one or more series.
Key Takeaways Class A shares refer to a classification of common stock that was traditionally accompanied by more voting rights than Class B shares. Traditional Class A shares are not sold to the public and also can't be traded by the holders of the shares.
The first round of stock offered during the seed or early stage round by a portfolio company to the venture investor or fund. This stock is convertible into common stock in certain cases such as an IPO or the sale of the company.