Securities Law Commons^™

Venture Capital And Preferred Stock, Charles R. Korsmo

Faculty Publications

Preferred stock has always posed something of a puzzle. Straddling the line between debt and equity, preferred stock has long existed in a shadowland between the realms of contract law on the one hand, and corporate law on the other. Depending on the situation, preferred stockholders have sometimes been entitled to the protection of corporate law fiduciary duties, and sometimes been left to lie in the contractual bed they have made. Historically, what little scholarship exists on preferred stock has consisted largely of calls for greater fiduciary protections for preferred stockholders. Preferred stock has taken on increased importance in recent …