Also known as:outstanding stocks · shares outstanding · 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 stay outstanding until the corporation reacquires, redeems, converts, or cancels them.
Sources & Authorities
How it applies
Common Examples
6
Board Issues New Shares
Outback Mining's board authorizes and sells 2,000 shares of common stock to Otis Olsen under the articles' authorization limit. Those shares become outstanding stock. The corporation later redeems 300 shares from Otis, reducing the outstanding total accordingly.
Tender Offer Targets Shares
Oakridge Manufacturing receives a tender offer for all its common shares. The outstanding stock totals 50,000 shares held by various investors. The offer proceeds because the shares remain outstanding until any reacquisition occurs after closing.
Select any source to read its text and confirm it supports the definition.
Model Codes
Study Supplements
Dictionaries
Edgar v. MITE Corp.457 U.S. 624 (1982)
Shareholder Derivative Suit
Olympia Steel's minority shareholder brings a derivative action. The court examines the number of outstanding shares to determine standing and the plaintiff's proportional interest. Only shares that have been issued and not cancelled count toward the outstanding total.
Cohen v. Beneficial Industrial Loan Corp.337 U.S. 541, 548-549 (1949)
Insider Trading Disclosure
Orbit Communications officers trade shares while possessing material nonpublic information. The trades involve outstanding stock held by public investors. The volume of outstanding shares helps measure the market impact of the undisclosed trades.
SEC v. Texas Gulf Sulphur Co.401 F.2d, at 849
Majority Shareholder Squeeze-Out
Onyx O'Reilly, holding a controlling block, proposes a merger that would cash out minority holders. The outstanding stock determines the voting power needed to approve the transaction. Shares remain outstanding until the merger effects their conversion or cancellation.
Jones v. H. F. Ahmanson & Co.460 P.2d 464 (Cal. 1969)
Appraisal Rights Valuation
Orlando Okafor dissents from a merger and demands appraisal of his shares. The court values the outstanding stock to calculate fair value. Only shares that continue to be outstanding until the merger date qualify for the appraisal remedy.
How does outstanding stock differ from authorized or issued stock?+
Authorized stock is the maximum number the articles permit. Issued stock is the portion the corporation has actually sold. Outstanding stock is the subset of issued shares still held by shareholders and not reacquired or cancelled.
Supporting sources
When does a stock split affect the number of outstanding shares?+
A stock split changes each outstanding share into a greater number of shares of the same class. The total number of outstanding shares increases proportionally while each shareholder's percentage ownership stays the same.
Supporting sources
Does a single class of outstanding shares allow the board to amend the articles without a shareholder vote?+
Yes. When only one class of shares is outstanding, the board may amend the articles to change each issued and unissued share of that class into a greater number of whole shares of the same class.
Supporting sources
485 U.S. 224 (1988)Business Associations
…per share for its common stock, and on the following day publicly announced its approval of Combustion's tender offer for all outstanding shares. Respondents are former Basic shareholders who sold their stock after Basic's first public statement of October 21, 1977, and before the suspension of trading in December 1978. Respondents…