Comments
WeDriftEternal t1_iybypdv wrote
Probably no, although some exceptions apply
First, doing illegal things may allow them to vote you out regardless, but thats more a case-by-case basis.
So for pure voting, generally you have 1 share 1 vote. So if you own 75%, of course you can win any vote.
However, in some cases, its not 1 share 1 vote. Some shares may be worth more than 1 vote. This is by design. Stocks can be dividend into different "classes". So a Class A share may be 10 votes, and a class B share may be 1 vote.
So what happens if I own 75% of a company, but they are all Class B shares with 1 vote vs maybe someone who only owns 25% of the company, but those are Class A shares with 10 votes! Things get weird
In reality, its common for founders in the early stages of companies who sell off stock for money, to create these classes and get shares with more votes, so that while they may only own 25% of the company, they still have the majority votes.
WeDriftEternal t1_iybyunu wrote
You would not be able to be voted out if you controlled a majority of votes, unless you voted against yourself.
[deleted] t1_iybyy73 wrote
[removed]
OrdinarilyAliveHuman OP t1_iybyyym wrote
Thanks for the response! I saw another comment that was also interesting. Assuming 1 share is 1 vote, would you still be able to loose your position/title in the company? If so, how?
[deleted] t1_iybz5ur wrote
[removed]
[deleted] t1_iybz9bc wrote
[removed]
WeDriftEternal t1_iybzfa7 wrote
You would be able to win any vote. So it would have to be something other than that, like doing illegal things that may force you out or perhaps other shareholders doing nefarious things purposefully causing harm or crazy shit.
Pretty much when you get into these situations, some weird or illegal stuff needs to happen to push you out involuntarily.
[deleted] t1_iybzjkz wrote
[removed]
OrdinarilyAliveHuman OP t1_iybzmf2 wrote
Ah, so is that some legal process or does it happen within the company internally? There would have to be some independent arbiter, right? Otherwise they could just make something up to kick you out if they so choose to.
WeDriftEternal t1_iybzv5i wrote
Companies lay out their rules in a document that says "these are the rules". Its generally pretty standard corporate stuff, of course, these rules can also be changed, especially by the person with the most votes... There isn't some independent authority, the company is in control of its owners, outside of any govt regulatory body rules to be followed.
By legal process, I mean, if you're doing illegal stuff you may be able to be kicked out, its all a case by case basis.
[deleted] t1_iyc0cv3 wrote
[removed]
[deleted] t1_iyc0jv9 wrote
[removed]
[deleted] t1_iyc0ng0 wrote
[removed]
[deleted] t1_iyc0sj7 wrote
[removed]
[deleted] t1_iyc0y6d wrote
[removed]
[deleted] t1_iyc1clw wrote
[removed]
[deleted] t1_iyc1mte wrote
[removed]
Phage0070 t1_iyc1rtj wrote
Your submission has been removed for the following reason(s):
Rule #1 of ELI5 is to be nice.
Breaking rule 1 is not tolerated.
If you would like this removal reviewed, please read the detailed rules first. **If you believe it was removed erroneously, explain why using this form and we will review your submission.
koobus_venter1 t1_iycf4dp wrote
Nope, in fact it’s the opposite. If you are a share or stock holder, you own that proportion of the company. If you own a majority of the company you have more votes than any other owner would, and you can therefore vote out the board if you wish.
Miliean t1_iycxe9o wrote
Yes and no.
The key word in your question is "public" that changes EVERYTHING. The following paragraphs assume a private company, as in you own 75% and your brother owns the remaining 25%. So a private, not public company.
There's actually 3 "roles" here. First there's your role as a shareholder. This is a person who owns a portion of the company, in this case it's 75% but some shareholders might only own .00001%. Every share you own gets you 1 vote when it comes time to elect board members.
Second there's your role as an employee of the company, normally you'd hire yourself as CEO.
Third there's the board members, and since you are 75% owner you're likely going to elect yourself chairman of the board. It's important to note here, you elect board members based on rules set out in the corporate charter (these are the rules of the company as set out when the company was founded). Every individual board election is voted on by all shareholders. SO a 75% shareholder can control every single board election, therefore 75% of the shares gets you 100% of the board seats.
So this person would be, majority shareholder, chairman of the board and CEO. 3 roles, 1 person. Each role gives you certain powers, but those powers are not unlimited.
Board members then vote on things, such as who to hire as CEO and when to fire the CEO. Since you are CEO, the board members that you elected should vote for you. BUT board members, like any elected official, does not need to vote as they have promised they will vote.
In the event that people you got elected don't vote your way, there would be a process outlined in the corporate charter on how to replace a board member, normally based on the votes of other board members. So if someone didn't vote as you'd like, you'd try to kick them out.
So to answer your question. If the board members you elect turn against you, it's likely that you can replace them but it's going to take some time. So they would have the ability to fire you, but not long term. You'd just start replacing board members who voted against you until you had enough votes to hire yourself back as CEO.
So lets pose a question. Say I own 75% of the shares and my idiot brother owns 25%. My brother is an idiot but people love him and he's extremely popular.
Over time I've elected 7 board members. Myself, as chairman. Both my parents, my 2 cousins, and a husband/wife couple that are an old family friend. SO 7 people, all voted in by me so in theory I control them... in theroy.
My super likeable brother though, he decides he wants to run the company. So he turns on the charm and gets my parents and cousins to agree to vote for him as CEO. A board meeting is called and someone puts forward a motion to fire the CEO, that's ME so I vote no and so do the family friends. But my parents and cousins vote yes. They then vote to hire my brother as CEO. My brother thinks he has won, I am furious.
So I'm no longer CEO, but I'm still board chairman and majority shareholder. Per the company rules board members are elected to 1 year terms and the elections happen at the annual general meeting, but that's not for months.
I have a few options. I could wait the few months, fire my parents and cousins from the board, appoint my wife and 3 children and then fire my CEO brother and hire myself back as CEO. Boom, problem solved but it took a few months.
But my role as chairman likely gives me some powers to address this faster. Most companies would have a process to remove a member of the board. The key here is that since I control the company I also control these rules, so as long as I had a very thoughtful lawyer when the company was founded (lets assume I did) then the chairman can likely remove any board member at any time and then appoint a temporary board member to serve until the AGM where we can properly elect someone.
So assuming I had the foresight to do that, I would use my chairman powers to fire my parents and cousins, appoint my wife and children as temporary board members to replace them, and rehire myself as CEO.
All of this would likely happen in the same meeting where I got fired as CEO.
So to answer your question, yes and no. They can be kicked out, but it's VERY difficult and likely could not happen forever.
But way back at the beginning I noted this would only be for a private company. Once a company wants to offer shares to the general public, and be listed on a stock exchange they need to agree to MANY rules and regulations.
One of those rules speaks to having an "independent" board of directors. This is why many business people, political figures and other "important" people become board members in retirement. It's not a large time commitment, you get paid, and your prior work experience is generally used to frame you as independent. Look at this link https://www.apple.com/ca/leadership/ at the bottom of the page it lists Apple's board of directors.
There's Tim Cook himself, many high level employees of other large companies. There's people from Google, Johnston & Johnston, Northrop Grumman, Boeing, BlackRock (among others). Then there's Al Gore (former VP to Clinton). So public companies "should" have independent board members. Having proper independent board members who have their own reputations outside of their job as board members. SO with board members like that, they might take a moral stand against a CEO even though that CEO is a majority shareholder.
Might, key word there is "might".
Dr_Cog_Science t1_iycz06z wrote
Tell that to Papa John.
FellowConspirator t1_iyd0hx8 wrote
It depends.
A company may offer different classes of shares, so not all shares are 1 vote per share. A person with 75% of the shares could conceivably have less than 50% of the vote (or they could have more than 75%).
Let's just assume the question means to ask if a single person had a majority of the votes, could the be removed from the board? They could certainly resign of their own accord. Also, if they committed some sort of criminal act that prohibits them from serving on the board, they would be removed (though this isn't really removing the person so much as the law mandating it). Otherwise, there's not much else that can be done other than try to talk the individual into selling their shares / resigning.
That said, different countries have special laws about owning large portions of publicly traded companies that complicate matters.
chicagotim1 t1_iydc5fy wrote
Technically, but almost always (if not 100% of the time) the person with 75% of the shares will also have >50% of the board seats and that would never happen.
blipsman t1_iydclsr wrote
Most likely not, because it'd be incredibly rare (impossible?) to see somebody with 75% of shares, but less than 50% of voting shares. If all shares aren't equal then you almost always see the opposite where some shares held by largest shareholder are worth more votes than others, ie. how Mark Zuckerberg has over 50% of voting rights on Meta stock despite owning way less than 50% of the company. But never less.
Metabolical t1_iydf2ol wrote
You could vote yourself out!
fubo t1_iydlhay wrote
One possibility is a minority shareholder lawsuit.
You might own a majority of the company, but the company still has obligations to the other shareholders too. It's still supposed to be working for the profit of all shareholders. If you take a profitable company and turn it into your own personal slush fund, its other shareholders can sue for damages.
_Connor t1_iydsrh0 wrote
Shares aren’t necessarily synonymous with voting shares nor is there necessarily a 1:1 vote to share ratio. Someone can hold 75% of the total equity in a company but if someone else owns preferred shares that give them 1000 votes per share, then that person will have more voting power than the person who owns 75% of the company. In that case then yes, the person with the voting super majority could fire the person who has 75% of the total equity.
Elizabeth Holmes owned 51% of the equity in Theranos but her voting power was pretty much 100% because her class of shares gave 100 votes per share whereas everyone else's only gave them 1 vote.
It all depends on share structure.
[deleted] t1_iybxtrp wrote
[removed]