2020 Classes of Stock: Structuring Voting & Non-Voting

Crafting a corporation’s capital structure to harmonize competing economic interests is among the most challenging aspects of corporate formation. Certain investors want preferred returns of capital and “protective” rights in the form of enhanced voting rights.  They also want a senior claim to the corporation’s assets on liquidation. But common stock is often the largest tranche of a corporation’s capital structure and its claims cannot be entirely truncated in preference of preferred stock.  This program will provide you with a practical guide to drafting corporate common and preferred stock, with an emphasis on drafting preferred returns.

• Classes and series of sock in a closely held company’s capital structure
• Dividend rights – who gets what, when, and in preference to whom?
• Voting rights – preferential governance rights
• Liquidation rights – preferential claims on a company’s assets
• Conversion rights for preferred stock
• Dilution and impairment rights

Note: This material qualifies for self-study credit only. Pursuant to Regulation 15.04.5, a lawyer may receive up to six hours of self-study credit in a reporting year. Self-study programs do not qualify for ethics, elimination of bias or Kansas credit.