Common stocks, also known as equity securities or equities, represent ownership shares in a corporation. Each share of common stock entitles its owner to one vote on any matters of corporate governance that are put to a vote at the corporation's annual meeting and to a share in the financial benefits of ownership.2
The corporation is controlled by a board of directors elected by the shareholders. The board, which meets only a few times each year, selects managers who actually run the corporation on a day-to-day basis. Managers have the authority to make most business decisions without the board's specific approval. The board's mandate is to oversee the management to ensure that it acts in the best interests of shareholders.
The members of the board are elected at the annual meeting. Shareholders who do not attend the annual meeting can vote by proxy, empowering another party to vote in their name. Management usually solicits the proxies of shareholders and normally gets a vast majority of these proxy votes. Occasionally, however, a group of shareholders intent on unseating the current management or altering its policies will wage a proxy fight to gain the voting rights of shareholders not attending the annual meeting. Thus, although management usually has considerable discretion to run the firm as it sees fit—without daily oversight from the equityholders who actually own the firm—both oversight from the board and the possibility of a proxy fight serve as checks on that discretion.
Another related check on management's discretion is the possibility of a corporate takeover. In these episodes, an outside investor who believes that the firm is mismanaged will attempt to acquire the firm. Usually, this is accomplished with a tender offer, which is an offer made to purchase at a stipulated price, usually substantially above the current market price, some or all of the shares held by the current stockholders. If the tender is successful, the acquiring investor purchases enough shares to obtain control of the firm and can replace its management.
The common stock of most large corporations can be bought or sold freely on one or more stock exchanges. A corporation whose stock is not publicly traded is said to be closely held. In most closely held corporations, the owners of the firm also take an active role in its management. Therefore, takeovers are generally not an issue.
Thus, although there is substantial separation of the ownership and the control of large corporations, there are several implicit controls on management that encourage it to act in the interests of the shareholders.
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