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Dividends

Paul J. DeRosa


Paul J. DeRosa

Morgan, Lewis & Bockius, LLP

Pittsburgh, PA

412 / 560-3312

pderosa@ morganlewis.com

morganlewis.com



Question What are cumulative dividends?

Question Cumulative dividends are dividends which, if not paid when declared, are carried forward (cumulate) and paid in arrears at a later date. Preferred stock cumulative dividends typically become payable (accrue) annually, whether or not they have been declared by the company's board. Investors often reserve the right to require that a company pay all unpaid cumulative dividends in shares upon conversion of the preferred stock or upon a sale of the company. An automatic waiver of unpaid dividends in a sale beyond an agreed minimum valuation would limit the dilutive effects of this payment to your common stockholders.







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