Voting Rights

Voting rights are the contractual rights of each share class to vote on corporate matters such as director elections, mergers, and charter amendments. They are typically structured as one vote per share for common and vote-as-converted for preferred, with separate class votes and supermajority thresholds creating control structures that can diverge significantly from raw ownership percentages. It is the mechanic by which equity ownership translates (or fails to translate) into governance control.

The structural layers of voting rights in a typical venture-backed cap table:

• General matters (election of directors, ordinary business): all stockholders (common and preferred, voting on as-converted basis) vote together as a single...