iYesterday's post raised the question whether California Corporations Code Section 400(a) precludes tenured voting. That statute requires that all shares of any one class have the "same voting, conversion and redemption rights . . . unless the class is divided into series".
Providence & Worcester Co. v. Baker, 378 A.2d 121 (1977) involved a similar challenge under Delaware law to a scaled voting provision. Under that provision, each stockholder was entitled to one vote for every share of the common stock owned up to fifty shares, and one vote for every twenty shares more than fifty. It was argued that this provision violated Section 151(a) of the Delaware General Corporation Law because it established discriminatory voting rights among shares of a single class of stock. The Delaware Supreme Court rejected this argument based on a distinction between "voting power" and "voting rights"
