Investors interested in managing the company tend to take control of a block of shares, the value of which will allow them to block the decisions of other shareholders. How many percent of shares in a blocking stake is a question that worries many investors. In some cases, the owners of the blocking package have the opportunity not only to block, but also make strategic decisions regarding the development of the company. This is possible with a sufficient percentage of preferred shares, as well as in other cases.
Block of shares
A block of shares is a set of securities that are issued by joint-stock companies and are in the same hands. It is important to consider the total number of shares issued by AO and their ratio between all shareholders. In order to be able to resolve any issues on the company's board of directors, a sufficient percentage of ownership of the shares issued by this joint-stock company is required. To hold a meeting of shareholders, you must own at least 5% of the securities.
In addition to ordinary shares, companies have the right to issue preferred shares, which differ in that the shareholder owning them is not able to manage the joint-stock company through shareholders meetings. However, during the liquidation of the company, he also participates in the voting on various key issues. Owners of preferred shares, instead of voting rights, have a number of other advantages:
- receive dividends on their shares, regardless of the profit received by the company;
- have the opportunity to receive part of the property in the liquidation of AO in the first place. Only after them the owners of ordinary shares will claim the property.
Under Russian law, the share of preferred shares can be no more than 25% of the total volume.
Sizes of shares: up to 10%
When owning 1% of the company's securities, an individual gains access to the register of shareholders. The shareholder has the right to view the status of the registry on the daily island for analysis of profit and further actions to purchase or sell securities. All strategic investors start buying securities of a joint-stock company with exactly 1%.
Upon reaching a share of 2%, the shareholder has the opportunity to nominate his own representative to participate in the board of directors. The shareholder also has the opportunity to manage the company, since the board of directors will have to reckon with his vote.
Ownership of 10% enables the shareholder to convene an extraordinary meeting of shareholders. Also, the owner of this package has the right to require audits of the financial activities of the company, and unscheduled.
Shareholding sizes: above 20%
To acquire a stake with a share of more than 20%, you must obtain permission from the Federal Antimonopoly Service. Upon receipt of a block of shares with a share of more than 20% of the company's securities, the shareholder opens up great prospects and freedom of action in the management of companies.
Blocking package
Shareholders often wonder: how many shares are in a blocking stake? This is precisely the block of shares, the owner of which has the right to individually block any issue and decision raised for discussion. For this, the shareholder needs to consolidate 25% of securities + 1 share in their hands.The owner of a blocking block of shares is able not only to block significant decisions in the management of the company, but also generally make management decisions if there is no owner of a controlling block of shares. Or if the controlling interest is not consolidated in the same hands. Most investors set themselves the task of taking control of a blocking stake, rather than a controlling one.
Controlling stake
A shareholder who wants to obtain a controlling stake must consolidate 50% of securities + 1 share in his hands. The owner, in whose hands the controlling blocking stake is concentrated, is able to make decisions on dividend payments. His opinion is significant in the strategic direction of the company.
What proportion of shares in practice should contain a controlling stake
In theory, as mentioned above, a shareholder needs to own a 50% + 1 share in order to consolidate a controlling stake. However, in practice, this number is much lower, and varies in the range of 20-25% of AO securities. There are also examples in history when the shareholder of 10% was enough for the shareholder to block objectionable decisions and manage the company. This option is possible if one of several conditions is met:
- the company's shares are consolidated in the hands of shareholders who are currently geographically remote from each other, and for this reason not all of them can be present at extraordinary shareholders meetings on an ongoing basis;
- holders of securities are passive about attending meetings of shareholders;
- part of the issued shares of the company are preferred and therefore do not give the right to vote to their owners. In this case, the ratio of shares owned by investors is redistributed.
If the meeting of shareholders is attended by shareholders whose total share is only 80%, then the value of the blocking block of shares does not start with 25% + 1. There is an opportunity to block decisions with a smaller share of securities in the portfolio. Statistics are also observed: the more minority shareholders in a company, the smaller the percentage of securities for a controlling and blocking stake.
The difference between the control and blocking packets
From the definition of a blocking and controlling block of shares, it is interpreted that the owner of a controlling stake is automatically recognized as the owner of the blocking one.
The owner of the blocking stake has the right to veto decisions of the rest of the shareholders. However, it is worth noting that the owner of a package with a total share of securities equal to that required for a controlling stake has the opportunity not only to block the decisions of the rest of the shareholders, but also to make decisions on a large number of issues in managing the company, such as paying dividends, the direction of development and other
Part of the issues in the management of JSC, however, requires more than 3/4 of the votes of the shareholders, namely:
- if the issue of liquidation of the company is being considered;
- if options for mergers, reorganizations, status changes are considered;
- when reducing the size of the authorized capital (authorized capital) by reducing the so-called nominal value of each share;
- with an increase in the size of the authorized capital;
- in determining the value of the shares of the company for upcoming emissions;
- when deciding to buy a company own shares traded in the stock market;
- if the company plans to carry out a major transaction, the value of which exceeds half the value of the assets of AO.