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Class B share

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Class B share

In finance, a Class B share or Class C share is a designation for a share class of a common or preferred stock that generally has weaker shareholder rights, such as voting rights and payment priority upon bankruptcy, compared to a Class A share of the same company. The specific rights conferred by Class A, B, or C shares is determined by a company's articles of association, which outlines the equity structure of the company.

Class B shares are a type of classification of common stock or preferred stock, which may have more or fewer voting rights as compared to Class A shares, depending on a company's articles of association. In the event of bankruptcy, Class B shares may have a lower repayment priority as well.

Class B shares are financial instruments which represent ownership in a company and proportionate claims on its assets. They exist in companies with dual-class structures or with multiple classes of stock with differences in their voting rights attached to each class. The creation of multiple classes allow founders of the company to maintain ownership over their company and control the company’s direction. Additionally, having different share classes can be a way for companies to reward early investors: For example, certain companies may designate Class B shareholders as those who invested with the company before a certain period, allowing investors to enjoy benefits such as higher dividends compared to those in other share classes. These details are outlined in the company’s bylaws.

Class B of some companies shares may be traded on the stock market or over the counter, whilst other companies restrict the trading of Class B shares.

Because Class B shares and dual-class structures allow founders and other corporate insiders to gain almost complete voting control over the company, they are frequently issued in the early years of a public company, so that founders can execute their own vision without disruption while being able to tap into the public market’s financing. Companies choose to mitigate the risk of exposing their governance and assets to the public market by defining different classes of shares to ensure corporate insiders are in control of the voting rights. With Class B shares in a company, authorities are able to assign different rights to different classes of stockholders. They use different classifications to address issues such as voting authority, dividends, as well as rights to capital and assets.

Shareholders may be able to convert their Class A shares into Class B shares or vice versa depending on what is stated in their bylaws and charter. If shareholders choose to convert their shares, fees are sometimes collected by the company to facilitate such conversion.

Berkshire Hathaway was the first company to introduce 517,500 new Class B shares into the market in 1996. The company defined the differences between Class A and B shares explicitly—stating that the Class B common stock has the economic interests equivalent to 1/30th of a Class A common stock, but has only 1/200th of the voting rights of a Class A common stock. This meant that each share of Class A stock could initially be converted to 30 shares of Class B stock at the option of the holder.

Warren Buffett, the CEO of Berkshire Hathaway, said at the 1996 annual meeting that the intended purpose of Class B shares was to match the demand for those shares and prevent false inducements. Additionally, unequal voting shares are created so that owners of the company do not have to give up control, but can still tap into the public equity market for financing. The price of the new Class B shares attracted many small investors, whilst making Berkshire accessible to the people with modest amounts of capital. Buffett's intention was to market Class B shares as a type of long-term investment to prevent prices from fluctuating from supply concerns. Since issuing the class B shares, Berkshire has refused to a Class A stock split, claiming that the high price of Class A shares creates an intentional barrier to entry, and that the company wishes to attract investment-oriented shareholders with long-term horizons.

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