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CGOV.2:2 - Problem

A capitalization table shows holdings but may hide different voting rights, nominee arrangements, class consent, voting agreements or indirect influence. Multiplying ownership percentages through a group can describe one economic interest while misdescribing the ability to determine a decision.

“Control” is particularly easy to overstate. The ability to block a reserved transaction, elect some directors, determine a shareholder resolution and direct another person’s conduct are different claims. A finding under an accounting, takeover or beneficial-ownership rule may answer only that rule’s question.