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Re: adkmoves post# 163685

Monday, 07/20/2009 5:30:46 PM

Monday, July 20, 2009 5:30:46 PM

Post# of 192568
Adkmoves-
From what I understand, preferred shares don't always come with voting rights as do common shares. Thus Jared's 500,000 preferred shares (assuming he owns them all and going by the last numbers from transferonline.com posted awhile back) would have to be converted to common shares and released on the open market. Depending on the par value, they may or may not be enough for "controlling interest" considering the O/S is 2.1 billion. Some setups also may require a 2/3 majority on issues. This is what I have gleaned from a few websites by googling "preferred shares". I am in no way certain of any of this but this is what I got from the info provided. Here is a snippet of one article-hope it helps.

Controlling interest is a situation where one entity holds more than half of the voting shares of stock issued by a corporation. In general, controlling interests place the single entity in a position where even if all other shareholders vote in opposition to a decision supported by the investor with a majority of voting shares, their collective strength will not be sufficient to alter the decision. In most cases, a controlling interest is considered to be present when a single investor owns in excess of half of the shares of stock currently in circulation.

In some instances, controlling interest may require something more than simply holding a majority of voting stock. Depending on the articles of incorporation and bylaws of a given company, a two-thirds majority vote of shareholders may be required in order to approve a decision. If that is the case, an investor who owned just over half of the outstanding shares would not be able to control the outcome alone. He or she would require the support of at least enough of the other investors to achieve a two thirds vote in favor of the issue.

In one sense, controlling interest may also be present when a single investor owns at least 34% of the voting stock currently in circulation. This is true when a two-thirds majority vote is required to approve an issue that is put before the shareholders. Without winning the support of the single investor who controls the 34% of shares, there is no way to achieve that majority and the issue will be defeated. From this perspective, an investor can be considered both a minority investor and still have controlling interest, in that nothing is likely to pass without his or her support.

Having a controlling interest in a given company is a model that many corporations use to ensure that control of the company remains in the hands of the founders or owners. The number and type of shares issued to other investors is carefully balanced with the number and type of voting shares retained by the owners, so that they always have a significant say in any decision that impacts the profitability of the company. In addition, maintaining this type of controlling interest tends to keep the corporation safeguarded from corporate raiders who may wish to acquire a controlling interest and begin to dismantle the company for profit.