Classes of Stock: Structuring voting and non-voting



  • Available Until 6/25/2022
  • Next Class Time 1:00 PM ET
  • Duration 60 min.
  • Format MP3 Download
  • Program Code 06242020
  • MCLE Credits 1 hour(s)

Course Price: $75.00


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



Tyler J. Sewell is n partner in the Denver office of Morrison & Foerster, LLP, where he specializes in mergers and acquisitions.  He focuses his practice on advising financial and strategic buyers and sellers in public and private M&A transactions and complex corporate transactions.  He negotiates and documents leveraged acquisitions, divestitures, asset acquisitions, stock acquisitions, mergers, auction transactions, and cross-border transactions. Mr. Sewell received his B.S., with merit, in ocean engineering from the United States Naval Academy and his J.D., magna cum laude, from the University of Pennsylvania Law School.