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by mobl 5758 days ago
No, but what if I did? Would that be different?
2 comments

To be fair, this is outside of the realm of my knowledge, but I think so due to the following:

Situation A: You own 10% of a company, and so does Joe Schmoe. You tell the company to do business with Anvil Corp. Joe Schmoe tells the company not to do business with Anvil Corp. Who wins?

Situation B: You own 51% of a company. You tell it to do business with Anvil Corp. The other 49% says no. Who wins?

I say this is outside of the realm of my knowledge because I'm no sure about Situation B (I mean, I could see you still not winning in that situation given your conflict of interest; it sounds like a question of corporate governance).

Taken to the extreme, one could buy one share of stock in a company and force it into transactions with another; since this would be hugely beneficial to that person, and since I don't see it happening in reality, I conclude that it's not how things work.

Purely speculating here in order to give you things to think about, since there were no comments; sorry if I'm totally wrong.

I assume there have to be limits to what a 51% stockholder can make a company do. Otherwise I could do this move:

1. Find a company with $100 million in assets

2. Buy 51% of that company for, say, $60 million

3. Force the company to pay $100 million for, say, a nicely framed copy of my autograph.

The company dissolves, I pocket my $40 million, and the other 49% shareholders get annoyed. I assume this is why there are various complicated laws governing what companies can actually do, and why they're obliged to work on maximising shareholder returns rather than anything else.

In answer to the original question, though: No, of course you can't, what on Earth made you think you could?

This is basically what private equity does, and is otherwise known as a "hostile takeover". It's been done legitimately for decades - Warren Buffett's mentor Benjamin Graham made much of his money buying controlling interests in companies that are selling below book value, then forcing them to liquidate the company and return the money to shareholders.

The only protection that shareholders get is the market itself. If someone wants to perform a hostile takeover on a firm that's selling below book value, and the shareholders believe that the firm is worth more as a going concern, they should be able to convince a deep-pocketed investor to come in as a competing bidder and buy the remaining shares instead. Such an investor is called a "white knight" - examples include Kirk Kerkorian for GM or Warren Buffett for Salomon Brothers.

If the firm is not worth more as a going concern than under liquidation, it behooves the shareholders to see it liquidated.

(And in your particular example, where they pay $100M for an autograph instead of liquidating and returning the money to shareholders, that just invites a shareholder lawsuit for breach of fiduciary duty...)

Absolutely agreed that it can't be as simple as proposed.

I'm just saying that even if it were that simple, well, you'd still have to own 51%.

Of course. The OP is apparently off his damn rocker.
SO assuming you held voting stock -- isn't all you can really do vote in a new board/chairman/etc? Elect yourself + cronies to the board. Fire the ceo (or appoint yourself) and then you could do this.

BUT: Then you run into the maximizing shareholder value legislation -- which we normally put up as why big companies screw you over -- but are in place to prevent abuses like this.

Common stock only grants you a claim on the equity of a company. As a shareholder you usually get to vote who becomes a member of the board of directors and that's about it.

To gain decision control of a public company the OP will need to conduct a hostile takeover and probably take it private. Better get your checkbook out.

This makes much more sense; thanks for the clarification. Conclusion: if you can buy the bigger company outright and take it private, then you can make it do business with the smaller company that you also own outright. Not particularly exciting.
If you have a controlling share of the voting stock you can replace the board. The board can replace the officers. Thus with controlling shares you can effectively force the corporation to do business with whoever you want. However, if you have a controlling share in some states you have duties to minority shareholders to act in their interest.