Class B Shares: Definition, How They Work, and Voting Power (2024)

What Are Class B Shares?

Class B shares are a classification of common stock that may be accompanied by more or fewer voting rights than Class A shares. Class B shares may also have lower repayment priority in the event of a bankruptcy.

A detailed description of a company's different classes of stock is included in the company's prospectus, bylaws, and charter.

Key Takeaways

  • Class B shares are issued by corporations as a class of common stock with fewer voting rights and lower dividend priority than Class A shares.
  • Such a dual-class structure might be instituted if the original owners of the company wanted to sell the majority of their stake in the firm but still maintain control and make key decisions.
  • Class B shares may also refer to mutual fund shares that carry no sales load.

Understanding Class B Shares

Different share classes within the same entity typically confer different rights to the stockholder. For example, apublic companymay offer two classes of common stock outstanding: Class A common stock and Class B common stock. This dual-class structure is typically decided on when a company first goes public and issues stock in thesecondary market through an IPO.

Class B shares typically have lower dividend priority than Class A shares and fewer voting rights. However, different classes do not usually affect an average investor’s share of the profits or benefits from the company’s overall success. Some companies offer more than two classes of shares (for instance, Class C and D) for various reasons. Sometimes, a company will offer a second class of shares that have a lower share price in order to attract individual investors as opposed to institutional shareholders—for instance, with Berkshire Hathaway's Class A shares (BRK.A) trading at around $330,000 (as of September 2020) and its Class B shares (BRK.B) at a more palatable $220 per share.

Voting Power of Share Classes

An investor should research details of a company’s share classes when considering investing in a firm with more than one class. For example, a private company deciding to go public typically issues a large number of common shares, but it may provide its founders, executives, or other large stakeholders with a different class of common stock carrying multiple votes for each share. Increasing voting shares gives key company insiders greater control over voting rights, the company’s board of directors (B of D), and corporate actions. Because key insiders may maintain majority voting rights without owning more than half the outstanding shares, the insiders may defend the company against hostile takeovers. As long as large stakeholders owning greater voting shares are successfully running the business, individual investors need not be concerned.

Although Class A shares are often thought to carry more voting rights than Class B shares, this is not always the case: Companies will sometimes try to disguise the disadvantages associated with owning shares with fewer voting rights by naming those shares "Class A" and those with more voting rights "Class B."

Mutual Fund Class B Shares

In terms of mutual fund designations, commissioned mutual fund brokers typically recommend Class A shares to individual investors. The fund shares have a sales load, or commission, that investors must pay when buying the fund's shares. Investors purchasing large numbers of shares, or who have shares in other funds offered by the same mutual fund company, may receive discounts on the load. Class A shares may have a lower 12B-1 fee, or marketing and distribution fee, than other share classes.

In contrast, Class B mutual fund shares have no load fees. Investors purchasing Class B shares may instead pay a fee when selling their shares, but the fee may be waived when holding the shares five years or longer. In addition, Class B shares may convert to Class A shares if held long term. Although the absence of a load means the entire purchase price of the shares is invested into the mutual fund, rather than having a percentage subtracted upfront, Class B shares have higher 12B-1 and annual management fees than Class A shares.

Class B Shares: Definition, How They Work, and Voting Power (2024)

FAQs

What are Class B voting shares? ›

Introduction to Class B Shares

Commonly, Class B shares are held by promoters or senior management of a company and carry significantly higher voting rights than Class A shares. It effectively allows firms to raise capital (by selling Class A shares) while retaining control of voting (and retaining Class B shares).

Do B class shares have voting rights? ›

Class B shares have voting rights, but often they are less than Class A shares. The voting power of each class is determined by the company and how much voting power they want to give to those outside management.

What are Class B non voting shares? ›

Holders of Class B Non-Voting Shares are entitled to attend and speak at the Meeting, but are not entitled to vote on any matter proposed for consideration at the Meeting.

How do you value Class B shares? ›

Before you can allocate equity, you must estimate the dollar value of your common stock offering and how many Class A and Class B shares you want to authorize. To calculate the stock value, take the estimated dollar value of the entire stock offering and divide that by the total number of common stock shares.

What are shares with voting power? ›

What are Voting Shares? Voting shares are shares of a company that entitle the shareholder to vote on key issues of the company. It is generally one vote per share. The shares represent an ownership interest in a corporation.

How do voting shares work? ›

Shareholder voting rights allow certain stockholders to vote on issues impacting company performance, including mergers and acquisitions, dividend payouts, new securities, and who is elected to the board of directors. Investors who own shares of common stock of a company usually have shareholder voting rights.

Which type of shares have no voting rights? ›

Preference shareholders don't have voting rights, whereas equity shares have voting rights. Q. Equity shareholders have a right to________.

Which shares Cannot have voting rights? ›

Shareholders cast votes at a company's annual meeting. If they cannot attend, they may utilize a proxy vote to convey their wishes. Typically common shares carry one vote per share, while preferred shares have no voting rights.

Are Class B shares restricted? ›

The Class B shares are restricted pending ongoing legal issues. This restriction generally prevents Class B shareholders from selling their shares, except to other Class B shareholders.

Are Class B shares taxable? ›

Class B shares commonly only incur back-end deferred sales charges which decrease over time. After a specified time period, these shares are often converted to Class A shares. The conversion is a non-taxable event.

What is the difference between B shares and C shares? ›

Mutual fund Class C shares differ from A and B shares due to their annual fee instead of one-time front- or back-loads. However, they can impose a back-end sales charge if sold too soon after purchase.

What type of stock has voting rights? ›

Common stock is the most common type of stock that is issued by companies. It entitles shareholders to share in the company's profits through dividends and/or capital appreciation. Common stockholders are usually given voting rights, with the number of votes directly related to the number of shares owned.

Why use B shares? ›

If you plan to hold your shares for five years or more, B-shares will be your best option. In this scenario, you avoid the front-load charge that A-share investors incur, and over time your back-load charge will decrease the longer you hold your B-shares.

Do B shares get dividends? ›

Receive B Shares

If you retain B Shares you will receive cash dividends on the B Shares twice a year fixed at 75 per cent of the interest rate known as LIBOR.

Are Class B shares public? ›

The Class B shares have about 10 times the voting power of Class A shares, and are not traded on public exchanges. These shares are called "super-voting shares" as they give key company insiders larger control over the company which includes its board and is usually the deciding factor for corporate actions.

What is the difference between shares and voting shares? ›

Voting shares are shares that give the stockholder the right to vote on matters of corporate policymaking. In most instances, a company's common stock represents voting shares. Different classes of shares, such as preferred stock, sometimes do not allow for voting rights.

What happens if I don't vote my shares? ›

For certain routine matters to be voted upon at shareholder meetings, if you don't vote by proxy or at the meeting in person, brokers may vote on your behalf at their discretion. These votes may also be called uninstructed or discretionary broker votes.

Are voting shares worth more? ›

Each voting share is worth five percent more per share than each nonvoting share.

How many votes do shareholders get? ›

Voting Rights of Common Stock Ownership

Some companies grant stockholders one vote per share, thus giving those shareholders with a greater investment in the company a greater say in corporate decision-making. Alternatively, each shareholder may have one vote, regardless of how many shares of company stock they own.

Which shares have the highest control and voting rights? ›

Common stockholders have voting rights—preferred stockholders do not. Learn more about common and preferred stock.

Do all shares come with voting rights? ›

Ordinary shares represent the company's basic voting rights and reflect the equity ownership of a company. Ordinary shares typically carry one vote per share and each share gives equal right to dividends. These shares also give the right to the distribution of the company's assets in the event of winding-up or sale.

What are the 4 types of shares? ›

These can include:
  • Ordinary Shares. Ordinary shares are the most common type of shares. ...
  • Preference Shares. Preference shares confer some preferential rights on the holder, superior to ordinary shares. ...
  • Redeemable Preference Shares. ...
  • Convertible Preference Shares. ...
  • Treasury Shares.
Jan 3, 2023

What are the 2 types of shares? ›

There are majorly two kinds of shares i.e. equity shares and preference shares.

What are Class A voting shares? ›

Class A shares are the sort of company shares typically granted to senior management to ensure adequate firm control. These shares are considered the most privileged regarding their voting, conversion, ownership, dividend, and liquidation rights.

What is the dividend of Class B common stock? ›

Class B common stock possesses dividend and distribution rights equal to one-fifteen-hundredth (1/1,500) of such rights of Class A common stock. Each Class B common share possesses voting rights equivalent to one-ten-thousandth (1/10,000) of the voting rights of a Class A share.

How do you remove a shareholder from a company? ›

When you gain or lose a shareholder, the company needs to notify Companies House about the changes. You need to supply the name and date of the membership as well as the name and date of the departure. This is done through the annual confirmation statement.

What are Class B shares for employees? ›

Benefits of Class B Shares to Employees

The creation of Class B shares assumes that employees don't expect to be offered every benefit and perk out there, however, there are amenities if afforded, would offer them greater flexibility, autonomy, and the ability to lead a productive time at the workplace.

Can Class B shares be transferred? ›

Pursuant to the Company's amended and restated certificate of incorporation (the "Charter"), class B shares generally may not be transferred until the Escrow Termination Date (as defined in the Charter).

What is the difference between Class A and Class B voting shares? ›

Class A, common stock: Each share confers one vote and ordinary access to dividends and assets. Class B, preferred stock: Each share confers one vote, but shareholders receive $2 in dividends for every $1 distributed to Class A shareholders. This class of stock has priority distribution for dividends and assets.

What is the difference between Class B and Class C shares? ›

Mutual fund Class C shares differ from A and B shares due to their annual fee instead of one-time front- or back-loads. However, they can impose a back-end sales charge if sold too soon after purchase. What's more, they typically have a higher expense ratio than Class A shares.

What is Class A vs B vs C shares? ›

Class A shares involve paying a fee when you purchase your shares. Class B shares impose a fee when you sell your shares. Class C shares impose a fee while holding the shares, such as 0.5% of the value of the share per period.

Do Class B shares pay dividends? ›

If you retain B Shares you will receive cash dividends on the B Shares twice a year fixed at 75 per cent of the interest rate known as LIBOR. The example below will give you an idea of the sort of return you can expect should you decide to retain your B Shares.

Which class of shareholders have voting rights? ›

Preference shareholders don't have voting rights, whereas equity shares have voting rights. Q. Equity shareholders have a right to________. Q.

How do Class C shares work? ›

Class C shares are a class of mutual fund share characterized by a level load that includes annual charges for fund marketing, distribution, and servicing, set at a fixed percentage. These fees amount to a commission for the firm or individual helping the investor decide on which fund to own.

Are Class B shares preferred stock? ›

Some companies may refer to their Class B shares as preferred stock. These stocks are described as a hybrid between bonds and common stock as it has features of both securities. These dividends which come with these shares are paid to shareholders before common shareholders when a company goes bankrupt.

Do B Shares convert to A shares? ›

Key Takeaways

With B-shares, an investor pays a sales charge when they redeem from the fund, known as a back-end sales load or a contingent deferred sales charge (CDSC). The CDSC decreases over time, and after a certain period is eliminated, converting B-shares into a type of A-share.

What is the difference between common A and common B shares? ›

Class A shares refer to a classification of common stock that was traditionally accompanied by more voting rights than Class B shares. However, there is no legal requirement that companies structure their share classes this way. For example, Meta (formerly Facebook) awards more voting rights to Class B shares.

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