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CGOV.2:5.1 - Economic majority, voting majority and a separate consent

Consider a constructed corporation whose supplied, legally applicable terms are:

HolderSharesVotes on the proposed resolutionEconomic right used in this example
Founder40 class A10 per shareOne equal unit per share in an ordinary distribution
Investor60 class B1 per shareOne equal unit per share in the same distribution

The founder has 40% of the units in that distribution but 400/(400 + 60), approximately 86.96%, of the eligible votes on this resolution. The investor has 60% of those economic units and approximately 13.04% of those votes. This calculation uses the stated rights, not share count as a substitute for them.

Now include the supplied term that new borrowing above 50 requires class B consent. A proposed borrowing of 80 falls within it. Even if the general resolution receives enough votes, its passage alone leaves that consent unresolved. CGOV.3 must also establish which corporate organ may authorize the borrowing. The founder’s voting weight answers neither question by itself.

This is an instructional arrangement, not an assertion that these terms are permissible or sufficient in every jurisdiction. In a live matter, use the rights that actually apply.