30% share in business
Keep in mind a good lawyer will have the contract cover the five D's: Its really best to lay these things out ahead of time.  I watched, first hand, two friends start a business.  When they were broke and struggling the worked very well together.  Then the money started rolling in.  Despite exceeding their dreams they were constantly at each other's throats fighting and bickering over stupid stuff.  In the end, because they had decent legal docs, they both were able to pull money out of the business.   Had that not been worked out they would have destroyed the business so that no one would have profited. Get involved a lawyer and Accountant. Without it you may not be sure what you are getting. What exactly will 30% mean for me? It will mean exactly what gets written in contract. It can mean you are owner of 30% of the company. If this is structured as partnership, it would also mean you are party to 30% loss. It can mean by current valuation, you get x fixed shares. In future if the directors creates more shares, your % ownership can get diluted. Or anything else. It all depends on what is written in contract and how the contract is structured. Is there anything I should I be aware of before agreeing? Get a draft and talk to a Lawyer and Accountant, they should be able to tell you exactly what it means and you can then decide if you agree to it or not; or need this contract worded differently.
Typically, preferred shares come with one or both different benefits - a disproportionate share of votes, say 10 votes per share vs the normal 1, or a preferred dividend.  The vote preference is great for the owner(s) looking to go public, but not lose control of the company. Say, I am a Walton (of Walmart fame) and when I went public, I sold 80% of the (1000 share total) company. But, in creating the share structure, 20% of shares were assigned 10 votes each. 800 shares now trade with 800 votes, 200 shares have 10 votes each or 2000 votes. So, there are still the 1000 shares but 2800 votes. The 20% of shares now have 2000/2800 or 71% of the total votes. So, my shares are just less than half ownership, but over 78% of votes.  Preferred dividend is as simple as that, buy Stock A for ownership, or (same company) Stock A preferred shares which have ownership and $1/yr dividend.  Edited to show a bit more math. I use a simple example to call out a total 1000 shares. The percentages would be the same for a million or billion shares if 20% were a 10 vote preferred. As part of this acquisition 96% of the shareholders accepted an offer for their shares This means that most of the shareholder agreed for the sale. If this was less than specified percentage, the deal would not have gone through. To make it easier, there were 2 options present to shareholder, full exchange of shares of Infinera or part shares and part cash. I failed to do so as I was unwell at the time So you cannot now choose the option. There will be a default option of getting the equivalent shares in Infinera. What options are available to me now? Contact Infinera investor relations and ask them. Isn't this absolute bullshit? You're basically giving him 8% interest plus 30% stake in the company for nothing other than putting up the initial shareholder capital ... which he's basically treating like a loan because he wants the money back and guaranteed dividend on the stake he's buying with it. Essentially, he's hedging himself against this not being a long continuing concern. So much for trust eh?  I have absolutely no idea how the VC world evaluates things so this may be normal practice for them ... but it seems like short changing which will come back to bite you if the business takes off. A private company say has 100 shares with single owner Mr X, now it needs say 10,000/- to run the company, if they can get a price of say 1000 per share, then they just need to issue 10 additional shares, so now the total shares is 110 [100 older plus 10]. So now the owner's share in the company is around 91%. However if they can get a price of only Rs 200 per share, they need to create 50 more shares. So now the total shares is 150 [100 older plus 50]. So now Mr X's equity in his own company is down to 66%.  While this may still be OK, if it continues and goes below 50%, there is chances that he [Original owner] will be thrown out Imagine that I own 10% of a company, and yesterday my portion was valued at $1 Million, therefore the company is valued at $10 Million.  Today the company accepts an offer to sell 1% of the company for $500 Thousand: now my portion is worth $5 Million, and company is worth $50 Million. The latest stock price sets the value of the company. If next week the news is all bad and the new investor sells their shares to somebody else for pennies on the dollar, the value of the company will drop accordingly. "Simply paying him back the 50K to reduce ""his equity"" back to 30% doesn't necessarily mean that he still doesn't have a higher liq pref upon a liquidation event. You don't need the legal language to know...I deal with term sheets all the time, I don't deal in the legal language, we cut the deal with the term sheet and leave the legal language to the lawyers." number of shares is finite Yes it is I would assume that the repurchase numbers exceed the numbers of created shares Number of shares repurchased by company would never exceed in theory the total number of shares. It can become Zero, however its unlikely as it would run on its own and its not possible. In practise company generally repurchase a small percentage say 5% - 10% of the outstanding shares. The number of shares additional created is irrelevant. Its the total shares that is relevant. Edit: A company starts with say 100 shares, over the period it creates new shares [via various mechanisms, Rights issue, split, Additional shares, etc] say to the extent of 50. So now the company has total shares of 150. This lets say is held by 15 entities. The company can buy back say 15 shares in a year, and keep doing this, next year another 10 etc. However a company if it purchased all 150 of its own shares is unlikely as the Majority shareholders will not like this to happen and loose control. There are 2 different things, buying out of minority shareholders, typically different percentage of the shares are held by non-promoters and available for trade can range from 10% to 70% ... there are also listing norms. Quite a few stock-exchange need atleast 10% shares to be available for trade [held by non-promotors]. In case a company has a small number of shares held by non-promoters, it can buy back the shares and delist the company from the exchange. I almost agree. I am not completely sure about the ownership of stock, but to have the majority ownership of any company you must own more than 50% of a company's outstanding shares. Although a board in majority, could out vote a majority shareholder in most cases depending on the company policy regarding shareholders and the general law of the country, and to how the company is managed. "I think your question might be coming from a misunderstanding of how corporate structures work - specifically, that a corporation is a legal entity (sort of like a person) that can have its own assets and debts. To make it clear, let's look at your example. We have two founders, Albert and Brian, and they start a corporation called CorpTech. When they start the company, it has no assets - just like you would if you owned nothing and had no bank account. In order to do anything, CorpTech is going to need some money. So Albert and Brian give it some. They can give it as much as they want - they can give it property if they want, too. Usually, people don't just put money into a corporation without some sort of agreement in place, though. In most cases, the agreement says something like ""Each member will own a fraction of the company that is in proportion to this initial investment."" The way that is done varies depending on the type of corporation, but in general, if Albert ends up owning 75% and Brian ends up owning 25%, then they probably valued their contributions at 75% and 25% of the total value. These contributions don't have to be money or property, though. They could just be general ""know-how,"" or ""connections,"" or ""an expectation that they will do some work."" The important thing is that they agree on the value of these contributions and assign ownership of the company according to that agreement. If they don't have an agreement, then the laws of the state that the company is registered in will say how the ownership is assigned. Now, what ""ownership"" means can be different depending on the context. When it comes to decision-making, you could ""own"" one percentage of the company in terms of votes, but when it comes to shares of future profits, you could own a different amount. This is why you can have voting and non-voting versions of a company's stock, for example. So this is a critical point - the ownership of a company is independent of the individual contributions to the company. The next part of your question is related to this: what happens when CorpTech sees an opportunity to make an investment? If it has enough cash on hand (because of the initial investment, or through financing, or reinvested profits), then the decision to make the investment is made according to Albert and Brian's ownership agreement, and they spend it. The money doesn't belong to them individually anymore, it belongs to CorpTech, and so CorpTech is spending it. They are just making the decision for CorpTech to spend it. This is why people say the owners are not financially liable beyond their initial investment. If the deal is bad, and they lose the money, the most they can lose is what they initially put in. On the other hand, if CorpTech doesn't have the money, then they have to figure out a way to get it. They might decide to each put in an amount in proportion to their ownership, so that their stake doesn't change. Or, Albert might agree to finance the deal 100% in exchange for a larger share of ownership. Or, he could agree to fund all of it without a larger stake, because Brian is the one who set the deal up. Or, they might take out a loan, and not need to invest any new money. Or, they might find an investor who agrees to put in the needed money in exchange for a a 51% share, in which case Albert and Brian will have to figure out how to split the remaining 49% if they agree to the deal. The details of how all of this would work depend on the structure (LLC, LLP, C-corp, S-corp, etc), but in general, the idea is that the company has assets and debts, and the owners can have voting rights, equity rights, and rights to future profits in any type of split that they want, regardless of what the companies assets and debts are, or what their initial investment was." "Owning more than 50%  of a company's stock normally gives you the right to elect a majority, or even all of a company's (board of) directors. Once you have your directors in place, you can tell them who to hire and fire among managers. There are some things that may stand in the way of your doing this. First, there may be a company bylaw that says that the directors can be replaced only one ""class"" at a time, with three or four ""classes."" Then it could take you two or three years to get control of the company. Second, there may be different classes of shares with different voting rights, so if e.g. ""A"" shares controlled by the founding family gives them ten votes, and ""B"" shares owned by the other shareholders, you may have a majority of total shares and be outvoted by the ""A"" shares." It depends on the business entity. If the entity is a sole proprietorship or a general partnership, the individual are considered to be the business. There are no shares, and so yes, the owner would have to take on 75% of the expenses. For example, in the event of a lawsuit, if the claimant were awarded $1,000,000, the 75% partner would be personally liable for $750,000. In the event of a corporation, there are shares, so the responsibility is on the management of the company, not the owners, to come up with money for the expenses of the business. That money can come from the business' capital, which is the money owners have put in. Basically, for a corporate entity, the owner is not responsible for 75% of expenses, for a partnership, yes, they are. "It is not clear when you mean ""company's directors"" are they also majority owners.   There are several reasons for Buy;   Similarly there are enough reasons for sell;   Quite often the exact reasons for Buy or Sell are not known and hence blindly following that strategy is not useful. It can be one of the inputs to make a decision." The power of selling skills. Jonathan convinced him that at 100% it was not truly in the investors best interest because he would lose what made the company grow, him... Example at 100% equity (A buyout) the company would lose its CEO the driving force behind the product. Maybe because of this it only makes a million in sales and value.   But at 35% plus 4% in sales Jonathan will continue to put his heart, soul and passion into the company and in the long term maybe the company becomes worth 10 million. And at 35% this deal is worth 3.5 million to the investor, all because he was convinced of Jonathan's tenacity.  A truly beautiful display of knowing your stuff and sticking to your guns. From my memory of CFA Level 2 accounting:  * If Company A buys 50% or more of company B, they must consolidate 100% of Company B on their financial statements. The % of the business they don't own is multiplied by net income every year, and the resulting number is added to minority interest on the balance sheet. * If Company A buys more than 20% but less than 50%, use the equity method of accounting. This involves creating an asset for the purchase price paid for the stake in Company B. The asset increases in value by dividends received, that's it. * If Company A buys 20% or less, the investment is held in Marketable securities or something similar on the balance, and is marked-to-market. You actually have a few options. First, you can do a share split and then sell an equal number of shares from both you and your wife to maintain parity. Second, you can have the company issue additional shares/convert shares and then have the company sell the appropriate percentage to the third party while the rest is distributed to you and your wife. Third, you can have the company issue a separate class of stock. For example there are companies that have voting stock and non-voting stock. Depending on your goal, you could just issue non-voting stock and sell that.  Best bet is to contact a lawyer who specializes in this type of work and have them recommend a course of action. One caveat that has not been mentioned is that what/how you do this will also depend on the type of corporation that you have created.