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A cumulative preferred stock refers to an equity investment type carrying a few privileges and preferences for all investors based on the related regulations. It is a class of stock that offers fixed dividend payments, usually at a specified rate, to shareholders before any dividends are distributed to common stockholders. Let us learn more about the important aspects of a cumulative preferred stock below.
How a Cumulative Preferred Stock Operates
Cumulative preferred stock provides shareholders with specific rights and preferences, particularly regarding dividend payments and liquidation. Here's how it generally operates:
- Dividend Payments: Cumulative preferred stockholders are entitled to receive fixed dividend payments at a specified rate before any dividends can be distributed to common stockholders. The unpaid dividends accumulate and must be paid in the future if a company fails to pay dividends in a particular period. It is before any dividends can be allocated to common stockholders. This cumulative feature ensures that preferred stockholders eventually receive their missed dividend payments.
- Dividend Priority: Preferred stockholders, including those with cumulative preferred stock, have priority over common stockholders when it comes to dividend distributions. They receive their fixed dividends before any payments are made to common shareholders. This priority enhances the stability of dividend income for preferred stockholders, as they have a higher claim on the company's profits.
- Liquidation Preference: In the event of liquidation or bankruptcy, cumulative preferred stockholders have a higher claim on the company's assets compared to common stockholders. They are entitled to receive their initial investment back, along with any accumulated unpaid dividends, before any remaining assets are distributed to common shareholders. This liquidation preference helps protect preferred stockholders' investment in case of company insolvency.
- Voting Rights: While cumulative preferred stockholders generally have limited or no voting rights, their voting power may vary depending on the company's bylaws or preferred stock agreement terms. In most cases, preferred stockholders have voting rights only on matters directly affecting their rights and interests.
- Convertibility and Redemption: Some cumulative preferred stocks may include provisions allowing conversion into common stock or redemption by the issuing company after a certain period. These features provide flexibility to investors and the issuing company but are dependent on the specific terms outlined in the preferred stock agreement.
Advantages of a Cumulative Preferred Stock
Cumulative preferred stocks offer several advantages to investors. Here are some key benefits associated with investing in cumulative preferred stocks:
- Receives Dividend Payments: One of the advantages of cumulative preferred stocks is their priority in receiving dividend payments. Preferred stockholders, including those with cumulative preferred stocks, have a higher claim on dividend distributions compared to common stockholders. They are entitled to receive fixed dividends at a specified rate before any dividends are allocated to common shareholders. This feature provides investors with a more predictable income stream and a greater level of stability in terms of receiving regular dividend payments.
- Offers Potential for Capital Preservation: Cumulative preferred stocks generally offer higher capital preservation than common stocks. Due to their fixed dividend payments and priority in receiving distributions in the event of liquidation, preferred stockholders, including those with cumulative preferred stocks, have a greater level of protection for their investment. This can particularly appeal to investors seeking a more conservative approach or a steady income stream.
- Has Lower Volatility: Preferred stocks, including cumulative preferred stocks, typically exhibit lower price volatility compared to common stocks. Their stable dividend payments and fixed income characteristics can result in less price fluctuation. It further provides investors with a more stable investment option. This can be a good thing for people wanting a consistent and predictable return on their investments.
- Offers Higher Yields: Cumulative preferred stocks offer higher dividend yields compared to other fixed-income securities. This can be attractive to income-oriented investors looking for investments that generate higher income levels.
Disadvantages of a Cumulative Preferred Stock
Cumulative preferred stocks offer many advantages to investors. Yet, everyone must consider the potential disadvantages associated with this investment option.
- Lower Capital Appreciation Potential: Cumulative preferred stocks tend to have limited potential for capital appreciation compared to common stocks. Their prices are often influenced more by changes in interest rates rather than the company's underlying performance. If the stock's market value increases substantially, the price appreciation for preferred stocks may not be proportional, resulting in missed capital gains opportunities.
- Interest Rate Sensitivity: Preferred stocks, including cumulative preferred stocks, are generally sensitive to changes in interest rates. The fixed dividend payments offered by preferred stocks may become less attractive when interest rates rise. This can lead to a decline in the market value of all kinds of preferred stocks.
- Limited Voting Rights: Preferred stockholders, including those with cumulative preferred stocks, typically have limited or no voting rights in the company. This means that investors have less influence over corporate decisions compared to common stockholders. It can be a disadvantage for those seeking a voice in corporate governance despite not being a concern for income-oriented investors.
- Subordination to Debt Holders: In the event of a company's liquidation or bankruptcy, cumulative preferred stockholders may still have a lower priority compared to debt holders. This means that if there are insufficient assets to cover all liabilities, debt holders will be paid first before preferred stockholders. This subordination can increase the risk of loss for preferred stockholders in challenging financial situations.
- Potential for Call Risk: Some cumulative preferred stocks may include a call provision allowing the issuing company to redeem the shares before maturity. While this may be favorable for the company, it can result in early redemption and the loss of future dividend income for investors. Investors should carefully consider the call risk associated with the preferred stock before investing.
Key Terms for Cumulative Preferred Stocks
- Call Provision: A provision that allows the issuing company to redeem or repurchase cumulative preferred stock before the stated maturity date, potentially resulting in early redemption for investors.
- Capital Appreciation Potential: The limited potential for cumulative preferred stocks to experience increases in market value compared to common stocks due to factors such as interest rate influences.
- Redemption Price: The price at which the issuing company can repurchase cumulative preferred stock from shareholders, typically at a premium to the original issuance price.
- Callable Preferred Stock: Cumulative preferred stock that includes a call provision, enabling the issuing company to redeem the shares at a specified price within a certain timeframe.
- Voting Rights in Special Circumstances: While cumulative preferred stockholders typically have limited voting rights, they may have the ability to vote on matters that directly impact their rights, such as changes to the dividend payment structure or liquidation preferences.
Final Thoughts on Cumulative Preferred Stocks
A cumulative preferred stock offers investors certain advantages, including priority dividend payments, potential capital preservation, and a stable income stream. The cumulative feature ensures that missed dividends accumulate and must be paid in the future, providing additional security for investors. However, it's important to consider the potential disadvantages, such as limited capital appreciation potential and interest rate sensitivity. Understanding the terms and conditions, evaluating the financial stability of the issuing company, and assessing individual investment goals and risk tolerance are important for making informed decisions regarding cumulative preferred stock. With careful consideration and proper due diligence, investors can incorporate cumulative preferred stock into their investment portfolios to potentially benefit from its stable income characteristics and favorable risk-return profile.
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Meet some of our Cumulative Preferred Stock Lawyers
Jeremiah C.
Creative, results driven business & technology executive with 24 years of experience (15+ as a business/corporate lawyer). A problem solver with a passion for business, technology, and law. I bring a thorough understanding of the intersection of the law and business needs to any endeavor, having founded multiple startups myself with successful exits. I provide professional business and legal consulting. Throughout my career I've represented a number large corporations (including some of the top Fortune 500 companies) but the vast majority of my clients these days are startups and small businesses. Having represented hundreds of successful crowdfunded startups, I'm one of the most well known attorneys for startups seeking CF funds. I hold a Juris Doctor degree with a focus on Business/Corporate Law, a Master of Business Administration degree in Entrepreneurship, A Master of Education degree and dual Bachelor of Science degrees. I look forward to working with any parties that have a need for my skill sets.
Benjamin W.
I am a California-barred attorney specializing in business contracting needs. My areas of expertise include contract law, corporate formation, employment law, including independent contractor compliance, regulatory compliance and licensing, and general corporate law. I truly enjoy getting to know my clients, whether they are big businesses, small start-ups looking to launch, or individuals needing legal guidance. Some of my recent projects include: -drafting business purchase and sale agreements -drafting independent contractor agreements -creating influencer agreements -creating compliance policies and procedures for businesses in highly regulated industries -drafting service contracts -advising on CA legality of hiring gig workers including effects of Prop 22 and AB5 -forming LLCs -drafting terms of service and privacy policies -reviewing employment contracts I received my JD from UCLA School of Law and have been practicing for over five years in this area. I’m an avid reader and writer and believe those skills have served me well in my practice. I also complete continuing education courses regularly to ensure I am up-to-date on best practices for my clients. I pride myself on providing useful and accurate legal advice without complex and confusing jargon. I look forward to learning about your specific needs and helping you to accomplish your goals. Please reach out to learn more about my process and see if we are a good fit!
Rebecca L.
I absolutely love helping my clients buy their first home, sell their starters, upgrade to their next big adventure, or transition to their next phase of life. The confidence my clients have going into a transaction and through the whole process is one of the most rewarding aspects of practicing this type of law. My very first class in law school was property law, and let me tell you, this was like nothing I’d ever experienced. I remember vividly cracking open that big red book and staring at the pages not having the faintest idea what I was actually reading. Despite those initial scary moments, I grew to love property law. My obsession with real estate law was solidified when I was working in Virginia at a law firm outside DC. I ran the settlement (escrow) department and learned the ins and outs of transactions and the unique needs of the parties. My husband and I bought our first home in Virginia in 2012 and despite being an attorney, there was so much we didn’t know, especially when it came to our HOA and our mortgage. Our real estate agent was a wonderful resource for finding our home and negotiating some of the key terms, but there was something missing in the process. I’ve spent the last 10 years helping those who were in the same situation we were in better understand the process.
March 5, 2021
Adam B.
Seasoned technology lawyer with 22+ years of experience working with the hottest start-ups through IPO and Fortune 50. My focus is primarily technology transactions with an emphasis on SaaS and Privacy, but I also provide GC services for more active clients.
March 12, 2021
Ema T.
I am a NY licensed attorney experienced in business contracts, agreements, waivers and more, corporate law, and trademark registration. My office is a sole member Law firm therefore, I Take pride in giving every client my direct attention and focus. I focus on getting the job done fast while maintaining high standards.
April 1, 2021
David B.
A twenty-five year attorney and certified mediator native to the Birmingham, Alabama area.
April 15, 2021
Samantha B.
Samantha has focused her career on developing and implementing customized compliance programs for SEC, CFTC, and FINRA regulated organizations. She has worked with over 100 investment advisers, alternative asset managers (private equity funds, hedge funds, real estate funds, venture capital funds, etc.), and broker-dealers, with assets under management ranging from several hundred million to several billion dollars. Samantha has held roles such as Chief Compliance Officer and Interim Chief Compliance Officer for SEC-registered investment advisory firms, “Of Counsel” for law firms, and has worked for various securities compliance consulting firms. Samantha founded Coast to Coast Compliance to make a meaningful impact on clients’ businesses overall, by enhancing or otherwise creating an exceptional and customized compliance program and cultivating a strong culture of compliance. Coast to Coast Compliance provides proactive, comprehensive, and independent compliance solutions, focusing primarily on project-based deliverables and various ongoing compliance pain points for investment advisers, broker-dealers, and other financial services firms.
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