Also known as: outstanding shares · share outstanding · issued and outstanding shares
Written by attorneys · grounded in primary & secondary sources — see below
Issued shares of a corporation that have not been reacquired, redeemed, converted, or cancelled by the corporation.
Solstice Ventures issues 100,000 common shares to Sean Steele under its articles of incorporation. Those shares stay in Sean Steele's hands and count as outstanding. The corporation later redeems 20,000 of them, reducing the total outstanding shares by that amount.
Manor Drug Stores holds shares in Blue Chip Stamps when the issuer allegedly misstates its prospects. The court examines whether those shares qualify as outstanding to assess the scope of potential purchaser claims. Only shares that remain issued and unredeemed support the standing analysis.
Select any source to read its text and confirm it supports the definition.
Omnicare offers to purchase every Class A share of NCS Health Care. The plan expressly covers the 18 million Class A shares and 5 million Class B shares then outstanding. NCS must confirm that no reacquired or cancelled shares fall outside the offer.
Texas Gulf Sulphur insiders trade while holding material information about a mineral discovery. The analysis focuses on shares then outstanding to measure the market impact of nondisclosure. Only issued shares not yet redeemed count toward the total affected by the trading.
Cede & Co. holds shares in Technicolor when a merger is approved. The court counts only shares outstanding at the record date to determine which holders may seek appraisal. Shares previously converted or cancelled drop out of the calculation.
Northway shareholders challenge a proxy statement issued by TSC Industries. The court looks to the number of outstanding shares to evaluate whether omitted facts would have altered the total mix of information for a reasonable investor. Redeemed shares are excluded from that total.
Shares cease to be outstanding once the corporation reacquires, redeems, converts, or cancels them. The statute treats only issued shares that remain in shareholder hands as outstanding. Authorized but unissued shares never qualify.
Supporting sources
The Model Business Corporation Act permits a board to amend the articles without shareholder approval when only one class of shares is outstanding. The statute focuses on shares actually issued and not cancelled rather than merely authorized classes.
Supporting sources
Each outstanding share carries one vote on matters submitted to shareholders unless the articles provide otherwise. Shares held by the corporation itself or cancelled shares do not vote.
Supporting sources
…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…