Say you just bought stock in Disney (NYSE:DIS). As a part owner of the company does this mean you and the family can hit Disneyland for free this summer? Why is it that Anheuser-Busch (NYSE:BUD) shareholders don't get a case of beer each quarter? (Forget the dividends!) Although these perks are highly unlikely, they do raise a good question: what rights and privileges do shareholders have? While they may not be entitled to free rides and beer, many investors are unaware of their rights as shareowners. In this article, we discuss what privileges come with being a shareholder and which do not. (To learn more about shareholder rights and responsibilities, see also Proxy Voting Gives Fund Shareholders A Say.)
Levels of Ownership Rights
Before getting into the nitty-gritty of shareholder rights, let's first look at a company's pecking order. Every company has a hierarchical structure of rights that accompany the three main classes of securities that companies issue: bonds, preferred stock and common stock (To learn more, see our Stocks Basics Tutorial.)
The priority of each security is best understood by looking at what happens when a company goes bankrupt. You may think that as an owner you'd be first in line for getting a portion of the company's assets if it went belly up. After all, you did pay for them. In reality, as a common shareholder you are at the very bottom of the corporate food chain when a company liquidates; you are the corporate equivalent of a hyena that eats only after the lions have eaten their share. During insolvency proceedings, it is the creditors who first get dibs on the company's assets to settle their outstanding debts, then the bondholders get first crack at those leftovers, followed by preferred shareholders and finally the common shareholders. This hierarchy forms according to the principle of absolute priority.
In addition to the rules of absolute priority, there are other rights that differ with each class of security. For example, usually a company's charter states that only the common stockholders have voting privileges and preferred stockholders must receive dividends before common stockholders. The rights of bondholders are determined differently because a bond agreement, or indenture, represents a contract between the issuer and the bondholder. The payments and privileges the bondholder receives are governed by the indenture (tenets of the contract).
Risks and Rewards
Sounds pretty bad for common shareholders, doesn't it? Don't be fooled, common shareholders are still the part owners of the business and if the business is able to turn a profit, then common shareholders gain. The liquidation preference we described makes logical sense: shareholders take on a greater risk (they receive next to nothing if the firm goes bankrupt) but they also have a greater reward potential through exposure to share price appreciation when the company succeeds, whereas there are usually fewer preferred stocks held by a select few. As such, preferred stocks generally experience less price fluctuation.
Common Shareholders' Six Main Rights
- Voting Power on Major Issues
This includes electing directors and proposals for fundamental changes affecting the company such as mergers or liquidation. Voting takes place at the company's annual meeting. If you can't attend, you can do so by proxy and mail in your vote. (see The Purpose and Importance of Proxy Voting)
- Ownership in a Portion of the Company
Previously we discussed the event of a corporate liquidation where bondholders and preferred shareholders are paid first. However, when business thrives, common shareholders own a piece of something that has value. Said another way, they have a claim on a portion of the assets owned by the company. As these assets generate profits, and as the profits are reinvested in additional assets, shareholders see a return in the form of increased share value as stock prices rise.
- The Right to Transfer Ownership
Right to transfer ownership means shareholders are allowed to trade their stock on an exchange. The right to transfer ownership might seem mundane, but the liquidity provided by stock exchanges is extremely important. Liquidity is one of the key factors that differentiates stocks from an investment like real estate. If you own property, it can take months to convert your investment into cash. Because stocks are so liquid, you can move your money into other places almost instantaneously.
- An Entitlement to Dividends
Along with a claim on assets, you also receive a claim on any profits a company pays out in the form of a dividend. Management of a company essentially has two options with profits: they can be reinvested back into the firm (hopefully increasing the company's overall value) or paid out in the form of a dividend. You don't have a say in what percentage of profits should be paid out - this is decided by the board of directors. However, whenever dividends are declared, common shareholders are entitled to receive their share. (To continue reading, see How and Why Do Companies Pay Dividends?)
- Opportunity to Inspect Corporate Books and Records
This opportunity is provided through a company's public filings, including its annual report. Nowadays, this isn't such a big deal as public companies are required to make their financials public. It can be more important for private companies.
- The Right to Sue for Wrongful Acts
Suing a company usually takes the form of a shareholder class-action lawsuit. A good example of this type of suit occurred in the wake of the accounting scandal that rocked WorldCom in 2002, after it was discovered that the company had grossly overstated earnings, giving shareholders and investors an erroneous view of its financial health. The telecom giant faced a firestorm of shareholder class-action suits as a result. (Want to read more about frauds? See The Biggest Stock Scams of All Time.)
Shareholder rights vary from state to state, and country to country, so it is important to check with your local authorities and public watchdog groups. In North America, however, shareholders rights tend to be more developed than other nations and are standard for the purchase of any common stock. These rights are crucial for the protection of shareholders against poor management.
In addition to the six basic rights of common shareholders, it is vital that you thoroughly research the corporate governance policies of a company. These policies are often crucial in determining how a company treats and informs its shareholders. (For a detailed look at the importance of corporate governance to shareholders and prospective investors as well as where to find a company's record or policy, see Governance Pays.)
Shareholder Rights Plan
Despite its name, this plan differs from the standard shareholder rights outlined by the government (the six rights we touched on). Shareholder rights plans outline the rights of a shareholder in a specific corporation. A company's shareholder rights plan, it is usually accessible in the investor's relations section of its corporate website or by contacting the company directly.
In most cases, these plans are designed to give the company's board of directors the power to protect shareholder interests in the event of an attempt by an outsider to acquire the company. To prevent a hostile takeover, the company will have a shareholder rights plan that can be exercised when another person or firm acquires a certain percentage of outstanding shares.
The way a shareholder rights plan may work can be best demonstrated with an example: let's say Cory's Tequila Co. notices that its competitor, Joe's Tequila Co., has purchased more than 20% of its common shares. A shareholder rights plan might then stipulate that existing common shareholders have the opportunity to buy shares at a discount to the current market price (usually a 10-20% discount). This maneuver is sometimes referred to as a "flip-in poison pill". By being able to purchase more shares at a lower price, investors get instant profits and more importantly, they dilute the shares held by the competitor, whose takeover attempt is now more difficult and expensive. There are numerous techniques like this that companies can put into place to defend themselves against a hostile takeover. (see The Wacky World of M & A)
Sometimes There are Little Extras
Are you still looking for other perks? Although free beer may be a little far-fetched there are companies that offer shareholders little extras. For instance, Anheuser-Busch does offer its shareholders discounted rates to some of the company's entertainment parks, among other things. Other companies have been known to give their shareholders small tokens of their appreciation along with their annual reports. For example, AT&T (NYSE:ATT) has given shareholders a 10-minute phone card with its annual report, McDonald's (NYSE:MCD) included a voucher for free fries and Starbucks (Nasdaq:SBUX) was gracious enough to give shareholders a free cup of coffee.
Buying a stock means ownership in a company and ownership gives you certain rights. While common shareholders might be at the bottom of the ladder when it comes to liquidation, this is balanced by other opportunities like share price appreciation. As a shareholder, knowing your rights is an essential part of being an informed investor - ignorance is not a defense. Although the Securities and Exchange Commission and other regulatory bodies attempt to enforce a certain degree of shareholder rights, a well-informed investor who fully understands his or her rights is much less susceptible to additional risks.