Also known as: outstanding shares of capital stock · outstanding stock · outstanding shares · issued and outstanding
Written by attorneys · grounded in primary & secondary sources — see below
Shares of a corporation that have been issued to shareholders and remain in their hands. Such shares continue in that status until the corporation reacquires, redeems, converts, or cancels them.
Odyssey Logistics owns 92 percent of the voting shares in its subsidiary Onyx Pharmaceuticals. Odyssey approves a merger under the short-form statute and sends the required notice to the remaining shareholders within ten days after the effective date. The outstanding shares held by those minority holders determine the scope of the notice obligation.
SummitFiber Inc. has only common stock authorized and outstanding. Its board amends the articles to convert each issued and unissued share into four shares of the same class. The outstanding shares increase proportionally while the relative ownership of each holder stays the same.
Select any source to read its text and confirm it supports the definition.
Orla O'Malley brings a derivative suit against the directors of Orion Technologies. The court requires her to post security measured by the total number of outstanding shares held by all shareholders. The calculation uses the shares that remain issued and in shareholder hands at the time of the motion.
Odin Obeng trades shares of Oasis Resorts while in possession of nonpublic information about a major discovery. The court examines whether the outstanding shares and trading volume make the information material to a reasonable investor. The analysis focuses on shares that are issued and held by the public.
Olivia Owens controls 85 percent of the outstanding shares in a savings and loan holding company. She sells her block at a premium and refuses to share the proceeds with minority holders. The court holds that her control of the outstanding shares imposes fiduciary obligations in the sale.
Oliver Okeke serves on the board of Revlon when a hostile bidder emerges. Once the board decides to sell the company, the outstanding shares become the focus of the auction process. The directors must maximize value for holders of those shares rather than pursue other corporate interests.
A share remains outstanding until the corporation reacquires, redeems, converts, or cancels it. The statute treats issued shares as outstanding for all purposes until one of those events occurs.
No. Only shares that have actually been issued and remain in shareholder hands count as outstanding. Authorized but unissued preferred shares do not prevent the board from amending the articles to effect a stock split of the single outstanding class.
A parent may use the short-form procedure only when it owns shares carrying at least 90 percent of the voting power of each class and series of the subsidiary's outstanding shares. The calculation looks exclusively at shares that are issued and held by shareholders.
No. Contractual rights granted in side letters or shareholders' agreements do not alter the classes designated in the articles. Only shares actually issued and outstanding under the articles determine whether the corporation has a single class for amendment purposes.
…with Pritzker. Van Gorkom outlined the terms of the Pritzker offer as follows: Pritzker would pay $55 in cash for all outstanding shares of Trans Union stock upon completion of which Trans Union would be merged into New T Company, a subsidiary wholly-owned by Pritzker and formed to implement the merger; for a period of 90…