Corporate Governance: Super Voting Preferred Stock

11 April 2023
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Key takeaways:
  • The issuance of blank-check preferred stock with super voting rights is an increasingly popular governance strategy utilized by public companies that have difficulty obtaining the votes of a majority of outstanding stockholders required to amend a certificate of incorporation.
  • Companies contemplating this strategy should be aware of the applicable state laws, exchange listing rules and fiduciary duties of directors, and should consider whether to include limitations on the applicability, duration and voting rights of the super voting preferred stock.