Why is stock dilution legal?
Here's another way that I look at it:  Say you and me were 50-50 partners in a small business. Suppose we wanted to expand our business but that needed money. Someone (let's call him Warren) has the money we need & hence in return for the money we offer Warren an equal stake in the business.  i.e. All three of us own 33% stake now. For both you and me our stake reduced from  50% that it was before Warren's entry to only 33% now.  While that reduction in our share may seem at first sight a bad deal for us, we both agreed to give Warren his share consciously not out of altruism but because it made business sense to helps us expand.  Ergo, what matters is not just your share of the pie but the size of the pie itself! And hence dilution of stake can make sense under certain circumstances.  Two small points: (a) This doesn't  in any way show the dilution must make sense. Only that it can sometimes make sense (b) Of course, in the case of a large corporation they do not need your personal approval for the dilution. But hey, neither do they ask you when they buy a new plant or start a new product. Theoretically, when a company issues more shares, it does not affect the value of your shares.  The reason is that when a company issues and sells more shares, the proceeds from the sale of those shares goes back into the company. Using your example, you have 10 out of 100 shares of the company, for a 10% stake.  Let's say that the shares are valued at $1,000 each, meaning that the market value of the company is $100,000, and your stake is worth $10,000. Now the company issues 100 more shares at $1,000 each.  The company receives $100,000 from new investors, and now the company is worth $200,000.  Your stake is now only 5% of the company, but it is still worth $10,000. The authorized share capital is the amount of shares that a company has already planned on selling.  When you buy stock in a company, you can look up how many shares exist, so you know what your percent stake in the company is.  When a company wants to sell more shares, this is called an increase of authorized share capital.  In order to do this, the company generally needs the approval of a majority of the existing shareholders. Stock dilution is legal because, in theory, the issuance of new shares shouldn't affect actual shareholder value. The other answers have explained fairly well why this is so. In practice, however, the issuance of new shares can destroy shareholder value. This normally happens when the issuing company:  In these cases, the issuance of more shares merely reduces each shareholder's stake in the company without building proportional shareholder value. If that company issues another 100 shares, shouldn't 10 of those new 100 shares be mine? Those 100 shares are an asset of the company, and you own 10% of them. When investors buy those new shares, you again own a share of the proceeds, just as you own a share of all the company's assets. A company only issues new share to raise money - it is a borrowing from investors, and in that way can be seen as an alternative to taking on loans. Both share issuing and a loan bring new capital and debt into a company. The difference is that shares don't need to be repaid. Alot of these answers have focused on the dilution aspect, but from a purely legal aspect, there are usually corporate bylaws that spell out what kind of vote and percentage of votes is needed to take this type of action.  If all other holders of stock voted to do this, so 90% for, and you didn't, so 10% against, it's still legal if that vote meets the threshold for taking the action. As an example of this, I known of a startup where employees got $0/share for their vested shares when the company was sold because the voting stock holders agreed to it.  Effectively the purchase amount was just enough to cover debts and preferred stock. Stock issuing and dilution is legal because there must be some mechanism for small companies to grow into big companies. A company sees a great investment opportunity.  It would be a perfect extension of their activities ... but they cannot afford it. To get the necessary money they can either take out a loan or issue shares. Taking a loan basically means that this is temporary, but the company will go back to being small when the loan is paid back. Issuing new shares basically means that the Board means that this growth is permanent and the company will be big for the foreseeable future. It is utterly necessary that companies have this option for raising cash, and therefore it is legal. As detailed in the other answers, you end up with a smaller percentage of a larger company, usually ending up with more or less the same value. "For new shares to be successfully sold, the price has to be below market price. If you currently own shares of that company, you should always get an option to buy those newly sold shares at that discounted price. The number of options depends on the relative number of shares you hold. Lets say you own 100 out of 1000 shares, currently priced at $10. 100 new shares are to be sold at $9. Since you are holding 10% of all shares, you have the option (i.e. the right) to buy 10 new (cheaper) shares (10% of 100) before anybody else can buy them. Theoretically, the money you save by getting the shares at a discounted price is equal to the money you lose by the share's value being diluted. So, if you're a shareholder and the company is increasing it's capital, you're given the right to ""go with it""."
"Institutions and market makers tend to try and stay delta neutral, meaning that for every options contract they buy or write, they buy or sell the equivalent underlying asset. This, as a theory, is called max pain, which is more of an observation of this behavior by retail investors. This as a reality is called delta hedging done by market makers and institutional investors. The phenomenom is that many times a stock gets pinned to a very even number at a particular price on options expiration days (like 500.01 or 499.99 by closing bell). At options expiration dates, many options contracts are being closed (instutitions and market makers are typically on the other side of those trades, to keep liquidity), so for every one standard 100 share contract the market maker wrote, they bought 100 shares of the underlying asset, to remain delta neutral. When the contract closes (or get rid of the option) they sell that 100 shares of the underlying asset. At mass volume of options traded, this would cause noticeable downward pressure, similarly for other trades it would cause upward pressure as institutions close their short positions against options they had bought. The result is a pinned stock right above or below an expiration that previously had a lot of open interest. This tends to happen in more liquid stocks, than less liquid ones, to answer that question. As they have more options series and more strike prices. No, this would not be illegal, in the US attempting to ""mark the close"" is supposedly prohibited but this wouldn't count as it, the effect of derivatives on stock prices is far beyond the SEC's current enforcement regime :) although an active area of research" "It becomes illegal when it is both material and nonpublic information. Material being defined as: Information that you would want and significantly alters the perception of the stock. To your point -- ""materiality"" is really up to the courts Nonpublic This is a little easier to define, but need to be careful if the information is disclosed selectively -- ie to just a small number of investment analysts -- this may still be nonpublic There is also an exception to this -- Mosaic Theory - This is the research you are referring to where the analyst calls up suppliers, etc and obtains information that is nonmaterial (wouldn't move the price of the security) but using experience and combined with public information creates something that is meaningful and could move the price of the security.  This is perfectly legal.  Material examples:" Firstly it is completely legal for a company to buy its own shares, I don't believe it would be legal to do so secretly. It would also be very difficult to do that secretly.   So hypothetically we have a company Johnbbob Inc. It doesn't have any assets other than $100 in a bank account and there are 100 shares each owned by a different person. Each share would be worth $1. So the company decides to buy one share. Now there is $99 in the account and 99 shares, each share is still worth $1. So the company continues to buy shares until there is only one share left and $1 in the account. If the company buys that last share it will no longer have any assets and will cease to exist, effectively dissolving the company.  TL:DR it is called dissolving the company or dissolution and it happens fairly often with limited liability corporations. "There are two primary reasons shares are sold short:  (1) to speculate that a stock's price will decline and (2) to hedge some other related financial exposure. The first is acknowledged by the question.  The second reason may be done for taxes (shorting ""against the box"" was once permitted for tax purposes), for arbitrage positions such as merger arbitrage and situations when an outright sale of stock is not permitted, such as owning restricted stock such as employer-granted shares. Why would a shareholder lend the investor the shares? The investor loaning his stock out to short-sellers earns interest on those shares that the borrower pays.  It is not unusual for the annualized cost of borrowing stock to be double digits when there is high demand for heavily shorted shares.  This benefit is however not available to all investors." You aren't getting a straight answer because nobody knows why those regulations are the way they are. Everyone has to give this information to open the brokerage account or for any access to the US financial system whether it is with a bank account, or a brokerage account. Everyone also typically gives this information to their employer to be employed at all for IRS regulations. The SEC isn't going to do anything with the data, unless you do something illegal related to the stock market, then they will know who you are. The IRS isn't going to do anything with the data, unless you are noncompliant in paying taxes, then they will know who you are. Some economist please ELI5 what I’m missing here. In the equities market, it is considered an economic benefit when exchanges settle trades in smaller increments. When we went from eighths to decimal, for example. How is that direction into smaller divisible units different from facilitating trade with pennies for economic goods? Stock trading (as opposed to IPO) doesn't directly benefit the company. But it affects their ability to raise additional funds; if they're valued higher, they don't need to sell as many shares to raise a given amount of money.  And the stockholders are part owners of the company; their votes in annual corporate meetings and the like can add up to a substantial influence on the company's policies, so the company has an interest in keeping them (reasonably) happy. Dividends (distributing part of the company's profits to the stockholders) are one way of doing so. You're still investing in the company. The fact that you're buying someone else's share just means you're doing so indirectly, and they're dis-investing at the same time. The stock market exists for two reasons. It lets companies raise money to invest, and it lets company owners cash out and get money instead of part-ownership of a company when they are ready to do so. But to accomplish these goals effectively, it needs many more transactions than just those kinds of transaction, because you have to be able to find a buyer when you need one and to have a market price. So there are also a lot of transactions that are just to try to make short-term profit. But we need those transactions to provide the market liquidity to let the stock market work properly for its actual purposes. "Ditto to MD-Tech, but from a more ""philosophical"" point of view: When you buy stock, you own it, just like you own a cell phone or a toaster or a pair of socks that you bought. The difference is that a share of stock means that you own a piece of a corporation. You can't physically take possession of it and put it in your garage, because if all the stock-holders did that, then all the company's assets would be scattered around all the stock-holder's garages and the company couldn't function. Like if you bought a 1/11 share in a football team, you couldn't take one of the football players home and keep him in your closet, because then the team wouldn't be able to function. (I might want to take one of the cheerleaders home, but that's another subject ...) In pre-electronic times, you could get a piece of paper that said, ""XYZ Corporation - 1 share"". You could take physical possession of this piece of paper and put it in your filing cabinet. I'm not sure if you can even get such certificates any more; I haven't seen one in decades. These days it's just recorded electronically. That doesn't mean that you don't own it. It just means that someone else is keeping the records for you. It's like leaving your car in a parking lot. It's still your car. The people who run the parking lot doesn't own it. They are keeping it for you, but just because they have physical possession doesn't make it theirs." It's a dilution of the ownership; the public used to own x% of Facebook and now they own less than x% of the bigger Facebook that incorporates Whatsapp (assuming that Whatsapp was completely private before). Logically, the $15 billion is allocated proportionately between the existing stockholders (x% of it for the general public, y% for Mark Zuckerberg, etc).  However it doesn't really make sense to think of it that way unless Whatsapp is actually worthless. What's important are the proportions. Suppose that the newly issued shares correspond to 25% of the previous share capital. Then previously the general public owned x% out of 100%, and now they own x% out of 125%, i.e. (0.8x)% of the new share capital. Whether the actual value of those stocks has changed depends entirely on the actual value that Whatsapp adds to the old Facebook. As Dheer says, only time will tell on that one. Apart from the financial consequences, dilution is sometimes considered important because it can mean a change in influence: a significant shareholder would often be able to encourage the company to act in a certain way. With a lower percentage ownership, that influence is diminished. "I think JB King's answer is interesting from the point of view of ""is this good for me"" but the OP's question boils down to ""why would a company do this?"" The company buys back shares when it thinks it will better position the company financially. A Simple Scenario: If Company A wants to open a new store, for example, they need to buy the land, build the store, stock it, etc, etc and this all costs money.  The company can get a loan, use accrued capital, or raise new capital by issuing new stock.  Each method has benefits and drawbacks. One of the drawbacks of issuing new stock is that it dilutes the existing stock's value.  Previously, total company profits were split between x shares.  Now the profits are shared between x+y shares, where y is the number of new shares issued to raise the capital. This normally drives the price of the stock down, since the expected future dividends per stock have decreased. Now the company has a problem: the next time they go to raise money by issuing stock, they will have to issue MORE shares to get the same value - leading to more dilution.  To break out of this cycle, the company can buy back shares periodically.  When the company feels the the stock is sufficiently undervalued, it buys some back.  Now the profits are shared with a smaller pool, and the stock price goes up, and the next time Company A needs to raise capital, it can issue stock. So it probably has little to do with rewarding shareholders, and more to do with lowering the ""cost of capital"" for the company in the future." "There are several reasons. First, if you sell your stock ""at any price"", you may be selling it for less than you originally bought it for.  Thus you will take a loss right at the beginning of your scheme.  If you ""rinse and repeat"", the problem only gets worse.  Every time you sell your stock, you will have to sell it at an even lower price in order to lower the price even more.  Then you buy it back and. . . just resell it an even lower price?  It should be clear that you are not making any money this way. Second, even if you don't sell it at an absolute loss, you must sell it at a relative loss in order to lower the price.  In other words, if someone will currently buy your shares for $X, and you want to lower the price, you must sell them for less than $X.  But you could have made more money by selling them for $X, since someone was already willing to buy them at that price.  In order to bring the price down significantly, you have to sell the stock for less than people currently believe it is worth, which means you're incurring a loss relative to just selling it at the market rate.  Of course, you can still make money if it goes back up again, but selling it at an extra loss this way just makes it harder to break even. Third, if you sell the stock at $X, whoever you sold it to is not going to sell it right back to you at $X, because then they would not make any money.  You could in theory buy it from someone else, but the same principle holds: if the stock price has just gone down, people who have it may be waiting for it to go back up.  This is doubly true if anyone suspects you have been trying to manipulate the stock price, because they will then suspect that the price drop is artificial and it will soon go back up. Fourth, even if someone did sell it right back to you at the price you sold it for, then what?  You now hold the stock at a lower price, but you don't gain unless it goes back up.  If it wasn't going up before until you took action, there is no reason to suppose it will go back up now.  In fact, if you had enough shares to significantly influence the price, other people may have been fooled into thinking the value is actually lower now. The basic problem is that, in order for you to buy it at a low price, someone else has to sell it at that low price.  It is easy to sell someone a stock for less than it's worth, but it will be hard to get people to sell it back to you for less than it's worth.  If you engage in deceptive practices to get people to do this, you may be guilty of securities fraud." Selling stock means selling a portion of ownership in your company.  Any time you issue stock, you give up some control, unless you're issuing non-voting stock, and even non-voting stock owns a portion of the company. Thus, issuing (voting) shares means either the current shareholders reduce their proportion of owernship, or the company reissues stock it held back from a previous offering (in which case it no longer has that stock available to issue and thus has less ability to raise funds in the future).  From Investopedia, for exmaple: Secondary offerings in which new shares are underwritten and sold dilute the ownership position of stockholders who own shares that were issued in the IPO. Of course, sometimes a secondary offering is more akin to Mark Zuckerberg selling some shares of Facebook to allow him to diversify his holdings - the original owner(s) sell a portion of their holdings off.  That does not dilute the ownership stake of others, but does reduce their share of course. You also give up some rights to dividends etc., even if you issue non-voting stock; of course that is factored into the price presumably (either the actual dividend or the prospect of eventually getting a dividend).  And hopefully more growth leads to more dividends, though that's only true if the company can actually make good use of the incoming funds. That last part is somewhat important.  A company that has a good use for new funds should raise more funds, because it will turn those $100 to $150 or $200 for everyone, including the current owners.  But a company that doesn't have a particular use for more money would be wasting those funds, and probably not earning back that full value for everyone. The impact on stock price of course is also a major factor and not one to discount; even a company issuing non-voting stock has a fiduciary responsibility to act in the interest of those non-voting shareholders, and so should not excessively dilute their value. The short answer, probably not much.  Unless you have a controlling interest in the company.  If at least 50%+1 of the shareholder votes are in favor of the dilution then it can be done.  There are some SEC rules that should protect against corporate looting and theft like what the Severin side is trying to make it appear as happened. However it would appear that Severin did something stupid.  He signed away all of his voting right to someone who would use them to make his rights basically worthless.  Had he kept his head in the game he could probably have saved himself.  But he didn't. If your average startup started issuing lots of stock and devaluing existing shares significantly then I would expect it would be harder to find investors willing to watch as their investment dwindled.  But if you are issuing a limited amount stock to get leverage to grow bigger then it is worth it.  In the .com bubble there were quite a few companies that just issued stock to buy other companies.  Eventually most of these companies got delisted because they diluted them selves to much when they were overvalued. Any company not just a startup can dilute its shares.  Many if not most major companies issue stock to raise capital.  This capital is then generally used to build the business further and increase the value of all shares.  Most of the time this dilution is very minor (<.1%) and has little if any impact on the stock.  There are rules that have to be followed as listed companies are regulated by the SEC.  There are less regulations with private corporations.  It looks like the dilution was combined with the buyout of the Florida company which probably contributed to the legality of the dilution.     With options they are generally issued at a set price.  This may be higher or lower than the reported sell price of the stock when the option is issued.  The idea is over time the stock will increase in value so that those people who hold on to their options can buy the stock for the price listed on the option.  I worked at an ISP start up in the 90's that made it pretty well.  I left before the options were issued but I had friends still there that were issued an option at $16 a share the value of the stock at the time of the issue of the option was about 12.  Well the company diluted the shares and used them to acquire more ISP's unfortunately this was about the time that DSL And cable internet took off so the dial up market tanked.  The value eventually fell to .10 they did a reverse split and when they did the called in all options.  The options did not have a positive cash value at any time.  Had RMI ever made it big then the options could have been worth millions.  There are some people from MS and Yahoo that were in early that made millions off of their options.  This became a popular way for startups to attract great talent paying peanuts.  They invested their time in the business hoping to strike gold.  A lot of IT people got burned so this is less popular among top talent as the primary compensation anymore. Is it because the non-public info isn't directly related to the holding?   Seems like it should be illegal. If Congress was going to write a bill let's say that bans the use of oil in America, and 10 days before they release the bill to the public, 6 members of congress short oil stocks. Seems illegal to me.