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Does A = B (shares)

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A company has 100 A ordinary and 100 B ordinary shares.   Both A and B shares have exactly the same rights - does that make them the same class?   I'm coming from the angle of dividend waivers. 

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By nogammonsinanundoubledgame
04th Apr 2017 09:02

No. The sole purpose for the structure would have been to remove the need for waivers.

With kind regards

Clint Westwood

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By bernard michael
04th Apr 2017 09:50

What do the Articles of Association say ??

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By johngroganjga
04th Apr 2017 10:40

As Bernard says you need to look in the Articles. If there is literally no difference in the rights there would have been no point in having two classes. The difference is likely to be that dividends can be voted on one class without having to be voted on the other. But you need to see that in the Articles to be sure.

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Replying to johngroganjga:
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By nogammonsinanundoubledgame
04th Apr 2017 11:20

Well the OP stated that the A and B shares had exactly the same rights, which are as mentioned above determined by the Articles. I had no reason to disbelieve the OP, hence my response, with which it seems that johngroganjga appears to agree.

With kind regards

Clint Westwood

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By Montrose
04th Apr 2017 18:53

What does blok mean when he/she says the two classes of shares have the same rights? Close scrutiny of the M & A may show, for example separate pre-emption rights, and separate voting rights in respect of inter class matters. None of that will help with the question of waivers, but other provisions of the M & A if drafted to provide for dividend waivers may help. We can't help without full information here.

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By nogammonsinanundoubledgame
04th Apr 2017 20:10

Occam's razor

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By blok
04th Apr 2017 20:37

They are exactly the same in terms of rights. Only difference is the prefix of A and B. We all know that if husband waives his right to favour a dividend to wife and insufficient reserves to otherwise pay wife , that constitutes a bounty and husband likely to have made settlement. But this idea of A and B would appear to defeat that argument. Seems a bit too easy.

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By Kim Jong Un's Hair
04th Apr 2017 21:17

Don't the articles specify they rank Pari passu except in respect of dividends?

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By blok
05th Apr 2017 07:36

No

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Replying to Kim Jong Un's Hair:
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By nogammonsinanundoubledgame
07th Apr 2017 17:08

Kim Jong Un's Hair wrote:

Don't the articles specify they rank Pari passu except in respect of dividends?


'Er indoors reckons I need to get a life. Having dismissed Indian, Chinese and Thai, she asked me to choose between pizza and kebab from Just Eat, and I replied that they ranked pari passu.

With kind regards

Clint Westwood

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Replying to blok:
By Ruddles
04th Apr 2017 21:57

You're right - it is too easy. Or at least HMRC think so.

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By blok
05th Apr 2017 07:46

How do you know HMRC think so ?

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By Ruddles
05th Apr 2017 08:21

Because they say so

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By blok
05th Apr 2017 11:40

Ahh that's great thanks

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By Ruddles
05th Apr 2017 12:08

You're welcome

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