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non-voting stock

Definition

Corporate securities which stand on equal footing with ordinary shares (common stock) in terms of dividend and capital return rights, but their owners cannot vote on company resolutions or in the election of board of directors. These shares are issued typically to (1) prevent dilution of the control exercised by the firm's founders or original investors, (2) prevent commitment to a fixed dividend by issuing preference shares (preferred stock), or (3) foil an attempted takeover by diluting the firm's equity and diffusing shareholding. Called 'class A' shares in the UK, they are rarely issued because of their avoidance by the institutional investors and refusal by most stock exchanges to list them. Opposite of voting stock.

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