In Minnesota corporate law, a proposal to decrease authorized common and preferred stock refers to a resolution put forth by a company's board of directors seeking approval from its shareholders to reduce the total amount of common and preferred stock available for issuance. This proposal aims to establish a more accurate representation of the company's capital structure, aligning the authorized stock levels with its current and projected needs. By decreasing authorized common and preferred stock, the company can better manage its resources, potentially increasing shareholder value and enhancing overall financial stability. There are two primary types of Minnesota proposals that encompass the reduction of authorized common and preferred stock: 1. Proposal to Decrease Authorized Common Stock: This type of proposal involves lowering the number of shares available for issuance as common stock. Common stock represents ownership in the company and is typically entitled to voting rights and a portion of any dividends declared. By decreasing authorized common stock, the company can reflect a more realistic number of shares outstanding, potentially leading to improved decision-making processes during shareholder meetings and more accurate calculations of earnings per share (EPS) metrics. 2. Proposal to Decrease Authorized Preferred Stock: Preferred stock holds certain advantages over common stock, such as priority dividend rights and potentially higher claims in the event of liquidation. However, issuance of preferred stock are generally limited, and companies may find it necessary to decrease the number of authorized shares to meet current requirements. This type of proposal aims to reduce the number of authorized preferred stock shares available for issuance, allowing the company to better manage its financial commitments and align its capital structure with market demand and shareholder preferences. Companies considering a Minnesota proposal to decrease authorized common and preferred stock typically provide shareholders with detailed documentation outlining the rationale behind the proposed reduction. This documentation may include current market conditions, future capital requirements, and the potential impact on the financial statements and shareholder value. Shareholders are then presented with the proposal during a general or special meeting, where they have the opportunity to vote on the resolution based on their evaluation of the company's overall business strategy and financial position. In summary, a Minnesota proposal to decrease authorized common and preferred stock involves a company seeking approval from its shareholders to reduce the total number of shares available for issuance. By accurately aligning the authorized stock levels with the company's current and projected needs, the proposal aims to enhance financial stability, improve decision-making processes, and potentially increase shareholder value.