Equity

Proxy Vote Abstain vs Withhold: What Is the Difference A proxy vote abstain vs withhold difference: abstention counts as present but neutral; withholding counts as absent. Both block approval, but have different legal and practical effects.

Public float Public float is the total market value of a company's shares that are publicly traded and available for purchase by the general public, excluding shares held by insiders and restricted holders.

Put Option (Equity) Shareholder right to force a company to repurchase shares, often embedded in preferred stock.

Quorum Requirements at Shareholder Meetings Quorum requirement at shareholder meetings sets the minimum attendance threshold to conduct business. Without quorum, votes are invalid—a vulnerability activists exploit.

Recapitalization A corporate action in which a company alters its capital structure by changing the composition of debt and equity.

Record Date The date on which a company's records are finalized to determine which shareholders are eligible to receive a dividend or other distribution.

Record Date for Shareholder Meetings: Who Gets to Vote The record date for a shareholder meeting is the cutoff date determining voting eligibility. Shares bought after that date cannot vote; the seller keeps the voting right.

Record Date vs Ex-Dividend Date for Shareholders Record date and ex-dividend date are different: you must own shares before the ex-dividend date (not the record date) to receive a dividend. The ex-date is the practical cutoff.

Record Date vs Ex-Dividend Date: What Shareholders Need to Know Record date and ex-dividend date determine which shareholders receive a dividend; understanding the difference and T+1 settlement is crucial for dividend investors.

Red Herring Prospectus A preliminary prospectus filed before pricing that omits the final offer price and share count, used to gauge investor interest during an IPO roadshow.

Redeemable Ordinary Shares Common shares that can be repurchased by the company at a predetermined price, primarily used in UK private companies for founder exits and employee incentives.

Redeemable Preferred Stock Preferred shares that the issuer can repurchase at a set price on or after a specified date, reducing shareholder equity.

Redemption Rights A shareholder's right to require a company to repurchase their shares at a specified price and time, often found in preferred stock and private equity.

Redomiciliation Re-incorporating a company in a different legal jurisdiction to change tax treatment, corporate governance, or regulatory environment.

Registered Direct Offering A capital raise offering shares directly to select institutional investors using an existing shelf registration, without a public roadshow.

Registered vs Bearer Shares Registered shares list the owner in a company register; bearer shares grant ownership to whoever holds the certificate—a form now largely extinct.

Registration Rights The right of shareholders to demand SEC registration of their shares, enabling public sale of otherwise restricted or illiquid holdings.

Regulation A+ Offering A US Securities Act exemption allowing small and mid-sized companies to raise up to $75 million directly from retail investors through a streamlined public offering.

Regulation D Offering An SEC safe harbour allowing private placement of securities to accredited and institutional investors without full prospectus disclosure.

Regulation S Depositary Receipt A depositary receipt issued under SEC Regulation S, offering foreign companies a path to raise capital from non-US investors without SEC registration or the restrictions imposed on US offerings.

Regulation S Offshore Offering: Selling Securities Outside the US Regulation S offshore securities offering allows US issuers to sell to non-US investors abroad without SEC registration. Mechanics, timing, and resale restrictions explained.

Repurchase Right A company's contractual option to buy back unvested or vested shares from departing employees, typically at a fixed price.

Restricted Shares Shares issued to employees or insiders subject to vesting schedules and transfer restrictions, used to align incentives and retain talent.

Restricted Shares vs Free Float Restricted shares vs free float clarifies which share categories are excluded from tradeable float, affecting index inclusion and liquidity.

Restricted stock Restricted stock is common or preferred stock granted as compensation to employees or executives, subject to vesting schedules and transfer restrictions, converting to unrestricted shares upon vesting.

Restricted Stock Award vs Stock Option: Key Differences Compare RSAs and stock options: grant timing, taxation, vesting, and liquidity impact for equity-compensated employees.

Restricted stock units Restricted stock units (RSUs) are a form of equity compensation that grant employees the right to receive shares upon vesting, rather than granting actual shares immediately.

Restricted Stock Units vs Restricted Shares RSUs are promises to deliver shares later; restricted shares are shares issued now but subject to forfeiture. The difference affects tax timing, voting rights, and vesting mechanics.

Restricted Stock Units vs Stock Options How RSUs and stock options differ in vesting, tax treatment, downside risk, and which favours employees at different company stages.

Restricted Stock vs RSUs: Key Differences Restricted stock and RSUs differ in ownership timing, tax treatment, and whether 83(b) elections apply—critical for employees to understand their compensation.

Restricted Voting Shares Shares carrying a fractional vote per share, allowing public shareholders to retain voting influence while founders maintain enhanced control.

Return of Capital Distribution A payment to shareholders drawn from paid-in capital rather than retained earnings, reducing the cost basis of shares held.

Reverse Merger as a Path to Going Public Reverse merger going public: a private company acquires a dormant shell to gain listing without IPO, bypassing underwriting but facing regulatory scrutiny and liquidity risks.

Reverse Merger via Shell Company How a private company acquires a dormant public shell company to gain stock exchange listing without an IPO, including costs and regulatory process.

Reverse Stock Split Effect on Short Sellers How a reverse stock split affects short sellers: the impact on share count owed, price adjustments, and the risk of liquidity squeezes.

Reverse Stock Split Explained How a reverse stock split works: companies consolidate shares at a fixed ratio (1-for-10, 1-for-20) to raise per-share price, keeping market cap unchanged.

Reverse Stock Split Offering Corporate action consolidating multiple shares into one to reduce share count and typically boost share price.

Revlon Duties Heightened fiduciary obligations requiring board members to maximize sale proceeds once a company's sale becomes inevitable.

Right of Co-Sale A minority shareholder protection allowing investors to sell their shares on identical terms when a founder or controlling shareholder sells.

Right of First Refusal A contractual privilege letting existing shareholders purchase shares before any third party, preserving ownership stakes and control.

Right of First Refusal (Equity) The company or investor right to match and purchase employee-held shares before allowing a third party to buy them.

Rights Issue A renounceable share offer to existing shareholders at a discount, preserving pro-rata ownership.

Rights Issue Dilution for Shareholders A rights issue allows existing shareholders to buy new shares at a discount; non-participating shareholders face dilution in earnings and voting power unless they fully exercise their rights.

Rights Issue Dilution: How to Calculate Your Stake Calculate how much an existing shareholder's ownership percentage falls when new shares are issued in a rights offering and the shareholder does not participate.

Rights Issue: How It Works and What It Means for Shareholders A rights issue offers existing shareholders the right to buy new shares at a discount, preserving ownership stakes while raising capital. Unexercised rights lead to dilution.

Rights offering A rights offering is a corporate action offering existing shareholders the right to buy newly issued shares at a discount, allowing them to maintain their ownership percentage or invest more.

Rights Offerings and ADR Holders When a foreign company offers rights to shareholders, ADR holders may receive tradeable rights, cash in lieu, or nothing depending on the depositary agreement and country regulations.

Roadshow (IPO) Management presentations to institutional investors during an IPO process to market the company and gauge demand.

RSU Double-Trigger Vesting and the Tax Event How double-trigger RSUs delay the ordinary income tax event until a qualifying liquidity event, and why the timing matters for employees.

RSU Tax Withholding The mandatory income-tax collection that occurs when restricted stock units vest, treating the grant value as ordinary income.

RSU Tax Withholding Methods Compared Compare the three RSU tax withholding methods—sell-to-cover, same-day sale, and cash payment—and their impact on shares received and tax liability.

RSU Taxation at Vest Explained How RSUs are taxed when they vest as ordinary income, how cost basis is set for capital gains tax, and what employee withholding means.

RSUs vs Stock Options at a Late-Stage Startup Why late-stage startups grant RSUs instead of options, and how to compare them when evaluating equity compensation.

RSUs vs Stock Options at an Early-Stage Company Why early-stage startups issue stock options rather than RSUs, and how the tax and dilution economics differ for employees.

Rule 144A ADR A depositary receipt issued under SEC Rule 144A, limited to qualified institutional buyers and exempt from full SEC registration requirements, creating a private-placement market for foreign shares.

Same-Day Sale of Stock Options: Tax Consequences Explains tax treatment when employees exercise options and immediately sell shares, with different rules for ISOs versus NQSOs.

Say-on-Frequency Vote: How Often Shareholders Vote on Pay Learn how the say-on-frequency vote lets shareholders decide whether to vote on executive compensation annually or every three years — and what boards do with the result.

Say-on-Pay Vote: What Shareholders Decide Dodd-Frank's advisory say-on-pay vote: what shareholders vote on, whether the board must comply, and when the vote is binding.

Scheme of Arrangement Court-approved restructuring mechanism enabling mergers, capital reorganisations, and compromises with shareholders in UK-law jurisdictions.

Scrip Dividend A dividend paid in new shares rather than cash, allowing companies to return value to shareholders whilst preserving liquidity.