PURPOSE: This rule prescribes standards concerning unequal voting rights among classes of holders of equity securities.

1. (1) Unless preferential treatment as to cumulative dividends and liquidation is provided with respect to the publicly offered securities or the differentiation is otherwise justified, the offering or proposed offering of equity securities of an issuer having more than one
2. (1) class of equity securities authorized or outstanding shall not include a class of equity securities which has no voting rights, or has less than equal voting rights in proportion to the number of shares of each class outstanding and in proportion to the par value or fair value of each class outstanding on all matters including the election of members to the board of directors of the issuer.
3. (2) If a proposed offering involves authorized but unissued preferred stock, the offering document shall include a statement that discloses that A subsequent issue of the preferred stock may adversely effect the rights of the common stockholders.

AUTHORITY: sections 409.306 and 409.413(a), RSMo (1986).* Original rule filed June 25, 1968, effective Aug. 1, 1968. Amended: Filed May 21, 1969, effective Aug. 1, 1969. Amended: Filed July 21, 1972, effective Aug. 1, 1972. Amended: Filed Nov. 15, 1974, effective Nov. 25, 1974. Amended: Filed Oct. 16, 1986, effective Feb. 12, 1987. *Original authority: 409.306, RSMo (1967), amended 1977 and 409.413, RSMo (1967).