November 1, 2010

Must Unvested Restricted Stock Awards Have Dividend and Voting Rights?

NCEO founder and senior staff member

Many employee ownership companies have restricted stock awards for employees. Whether the company is public or private, however, there is no legal obligation for restricted stock in C corporations to have voting rights or dividend rights (the company can have the employees waive those rights, or it can simply use a class of stock without those rights). Similarly, in S corporations, there is also no requirement for voting rights (S corporations can have shares with no voting rights without violating the two-class-of-stock rule). Restricted stock owners also need not receive a pro-rata share of distributions as long as their awards are unvested. Many companies do voluntarily pass on voting and/or dividend rights, however.