Also known as:outstanding share · shares outstanding
Written by attorneys · grounded in primary & secondary sources — see below
Shares of a corporation that have been issued to shareholders and have not been reacquired, redeemed, converted, or cancelled. These shares carry voting rights on corporate matters and represent the equity interests that determine control and economic entitlements at any given time.
Sources & Authorities
How it applies
Common Examples
6
Voting at Annual Meeting
Orion Technologies holds its annual shareholders meeting to elect directors. The company has 10,000 shares issued to investors that have never been bought back. Each of those shares receives one vote on the slate of nominees, and the inspector tallies only those ballots to determine the winners.
Stock Split Amendment
Odyssey Logistics board amends the articles to effect a three-for-one split on its common stock. The 2,000 shares already issued to investors become 6,000 shares that remain outstanding until any later reacquisition occurs.
Tender Offer for Control
Chris-Craft acquires 203,700 shares of Piper through open-market purchases and a tender offer. Those shares become outstanding shares that give Chris-Craft approximately 13 percent of the voting power in the target.
Select any source to read its text and confirm it supports the definition.
Model Codes
Hornbooks
Piper v. Chris-Craft Industries, Inc.430 U.S. 1, 40 (1977)
Lockup Voting Agreements
NCS Health Care directors and controlling shareholders sign voting agreements covering a majority of the outstanding shares. The agreements commit those shares to support a merger, locking in approval before any competing bid can succeed.
Omnicare, Inc. v. NCS Health Care, Inc.818 A.2d 914 (Del. 2003)
Merger Announcement Effect
Basic Inc. shareholders sell their stock after the company issues statements denying merger talks. The outstanding shares traded during that period form the class whose holders later sue over the allegedly misleading disclosures.
Basic Inc. v. Levinson485 U.S. [224], at 238 1988
State Takeover Statute Challenge
MITE launches a tender offer for all outstanding shares of Chicago Rivet. The offer targets every issued share not already held by the bidder, triggering review under the Illinois takeover statute.
Edgar v. MITE Corp.457 U.S. 624 (1982)
Common questions
Frequently Asked
5
When does a share stop being outstanding?+
A share ceases to be outstanding once the corporation reacquires, redeems, converts, or cancels it. Until one of those events occurs, the share remains issued and entitled to the rights attached to it under the articles.
Supporting sources
Do outstanding shares always carry one vote per share?+
Yes, unless the articles provide otherwise or a statutory exception applies. Each outstanding share, regardless of class, receives one vote on matters submitted to shareholders.
Supporting sources
How does a stock split change the number of outstanding shares?+
A forward stock split increases the number of outstanding shares by converting each issued share into a greater number of whole shares of the same class. The board may adopt the amendment unilaterally when only one class is outstanding and the articles are silent.
Supporting sources
Are shares held by the corporation itself outstanding?+
No. Shares owned directly or indirectly by the corporation are not entitled to vote and do not count as outstanding for voting purposes.
Supporting sources
What happens to outstanding shares in a share exchange?+
In a share exchange the acquiring corporation obtains all outstanding shares of the target in exchange for its own shares or other consideration. The target's former outstanding shares are exchanged and no longer remain outstanding in the target.
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…