Rhode Island Proposal to Amend the Restated Articles of Incorporation to Create a Second Class of Common Stock Rhode Island is considering a proposal to amend its restated articles of incorporation in order to introduce a second class of common stock. This proposal aims to bring flexibility and strategic advantages to the corporation, allowing for differentiated rights, preferences, and privileges for shareholders. By creating a second class of common stock, corporations in Rhode Island can tailor the rights and benefits associated with this class to meet specific objectives. This could include granting different levels of voting rights, dividend payments, or liquidation preferences. The proposal provides an opportunity for corporations to attract new investors or incentivize existing ones by offering unique benefits via the second class of common stock. The introduction of a second class of common stock also opens avenues for growth and expansion. Corporations can use this new class to finance acquisition strategies, joint ventures, or innovative projects. By offering distinct rights and privileges to the second class of stockholders, corporations can better align incentives and secure the necessary funding for their strategic initiatives. There are various types of second-class common stock that can be considered under Rhode Island's proposal, each serving a specific purpose. These may include: 1. Class B Common Stock: This class can be assigned limited voting rights but provides increased dividend payments, appealing to investors seeking regular income. 2. Class C Common Stock: This class may offer no voting rights but provides shareholders with priority in liquidation, ensuring they receive a higher percentage of company assets if it is dissolved. 3. Class D Common Stock: This class could grant additional rights, such as conversion privileges into other securities or preferential subscription rights for future offerings. The proposed amendment empowers corporations to tailor the characteristics of the second class of common stock according to their unique needs. This can encompass any combination of voting rights, dividend payments, liquidation preferences, conversion privileges, or other rights desired by the corporation. Overall, Rhode Island's proposal to amend the restated articles of incorporation to create a second class of common stock represents a forward-thinking approach to corporate governance. It allows corporations in the state to adopt more innovative and flexible capital structures, attracting investors, supporting growth, and driving strategic initiatives.