Many investors who buy securities are unaware of the rights that come with stock ownership. While specific rights depend on the type of security, the laws of the state where the company is incorporated, and the by-laws and charter of the company itself, some rights are standard.

Companies generally issue one or more of types of securities. The better known are common stock, preferred stock and debentures or bonds. Investors who buy a share or shares of common or preferred stock are actually buying an equity or ownership interest in a company. Buying a debenture or bond is a kind of loan to the company. In return, the investor receives interest and repayment of the face amount of the bond at maturity.

The company's by-laws and charter set forth the rights of each class of security-holder. For example, a company's charter may state that only the common stock has voting privileges or that the preferred stock must receive dividends before any dividend is paid common stockholders. The rights of bondholders are treated differently. The specific bond agreement or indenture represents a contract between the issuer and the bondholder. Thus, the type of payments and privileges of a bondholder are governed by the bond agreement or "indenture."

The state where the company is incorporated (it appears on the face of the certificate) also gives investors certain rights. Most states provide that shareholders have the right to: (1) vote on questions affecting the company as a whole; (2) hold a proportionate ownership in the assets of the company; (3) transfer ownership of their shares; (4) receive dividends when declared by the board of directors; (5) inspect the corporate books and records; (6) sue the corporation for wrongful acts; and (7) share in the proceeds of a corporate liquidation.

In addition, most states also have laws about the kind of corporate information given to shareholders, and concerning the annual meetings of shareholders. Also, state law generally governs investors' rights to an appraisal of their securities in certain instances, such as a merger. While state laws concerning these requirements are fairly uniform, investors should not assume that the laws of one state are identical to another state. They should look up the specific state laws that apply to the company.

Both state corporate laws and the federal securities laws provide in some cases for access to stockholder lists. This access may depend on state laws and their interpretation by state courts. Usually access is based on an investor showing a legitimate corporate purpose.

Federal securities laws also give investors important rights. To enforce these rights, shareholders must seek redress privately, either individually or as a class.

If you have any questions about shareholders rights, contact the Office of Consumer Affairs, Securities and Exchange Commission, Washington, D. C. 20549.
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