Voting rights and control

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Who gets to decide?

A company is split into shares, and each shareholder owns a slice. Day-to-day choices, like what to fix next in Garden Defense, are made by the team running the company. The biggest decisions go to the owners. Shareholders vote on things like:

Quick check

Which of these would normally go to a shareholder vote?

  1. Picking the colour of Sprig's new hat
  2. Selling the whole studio to a bigger company
  3. Deciding which bug to fix first this week
Show the answer

Selling the whole studio to a bigger company

Shareholders vote on the biggest decisions, like selling the company. Everyday game decisions are made by the team running the studio.

Different kinds of shares

Often one share equals one vote. But companies can have different classes of shares with different rights.

Some founders keep extra votes. At Meta (Facebook's company), Class B shares carry 10 votes each, which helps Mark Zuckerberg keep control.

Count the votes

votes.txt (made-up example)
Owner      Shares    Class        Votes eachKai        450,000   Common       1Remy       450,000   Common       1Investor   111,111   Preferred    1Staff       50,000   Non-voting   0

A decision needs more than half of all votes. Kai votes yes. Remy and the investor vote no. What happens?

  1. It fails: 450,000 votes yes against 561,111 votes no
  2. It passes, because Kai is a founder
  3. It passes, because the staff shares count as yes
Show the answer

It fails: 450,000 votes yes against 561,111 votes no

Only voting shares count, so there are 1,011,111 votes in total. Kai has 450,000, which is about 44.5%, less than half. Even a founder can be outvoted.

The board of directors

Shareholders don't vote on everything. They elect a board of directors, a small group that oversees the company. The board approves big plans and budgets, hires (and can fire) the CEO, the person in charge day to day, and decides which deals to recommend to shareholders.

Each place on the board is a board seat. A small studio might have three: Kai, Remy and one investor. An odd number avoids tied votes. Directors have a legal duty to act for the good of the whole company, not just for whoever picked them. Every board decision is written down in minutes, an official record that buyers and investors later read.

Why founders care about control

Votes and board seats decide the studio's future: which games we make, whether ads get pushier, and whether we sell. Founders who lose control can lose their say, or even their job.

So when founders raise money, they watch two numbers closely: how many votes they keep, and how many board seats they keep.

True story: Apple's board picks a side

In 1983, Apple hired John Sculley, the president of PepsiCo, as its CEO. Co-founder Steve Jobs later said Apple had hired someone he thought was very talented "to run the company with me."

For about a year it worked. Then, in Jobs's words, "our visions of the future began to diverge," and the board of directors had to choose. It sided with Sculley. In 1985, at 30, Jobs was out of the company he had started in his parents' garage.

He had founded Apple, but the board decided who ran it. Twelve years later he was back (the Acquisitions and exits lesson in this stage tells how).

Source: Stanford News: Steve Jobs's 2005 commencement address, news.stanford.edu

Read the offer

Email from a made-up investor
We would love to invest! In return we ask for 15% of the shares and 2 of the 3 board seats.

Kai and Remy would still own most of the shares. What is the big risk?

  1. With 2 of 3 seats, the investor would control the board, which can replace the CEO and steer the studio
  2. There is no risk, because owning most shares always means control
  3. The investor would own the games, but not the company
Show the answer

With 2 of 3 seats, the investor would control the board, which can replace the CEO and steer the studio

Shares and board seats are different kinds of power. A board majority makes the big business calls and picks the CEO, so founders usually try to keep most of the seats.

Majority and special decisions

Most shareholder decisions need a simple majority: more than half of the votes. Some decisions are so big that they need more.

In the UK, a special resolution, used for things like changing the company's articles, needs a majority of at least 75% of the votes. In the US, state law and the company's own charter set the rules, and investors often add protective provisions: a list of decisions, like selling the company, that also need the investors' approval. Rules differ by country, so check the company's own documents.

Quick check

In the UK, a special resolution passes as long as more than half of the votes cast say yes.

Show the answer

False

A special resolution needs a majority of at least 75% of the votes. Simple majority (more than half) is for ordinary decisions.

Who signs for the team?

Shareholder agreements, share transfers and board decisions are legal documents, and in most places someone under 18 can't be fully bound by a contract (Stage 5 covers this). Where the law requires it, a parent or guardian signs for a minor, or holds the shares for them, for example in a custodial account.

Some countries also set a minimum age for directors. In the UK it is 16. So a parent may hold a board seat while you and the team shape the decisions together.

Bolt says: Votes decide the future, but good votes need good information. Next: the numbers every owner and investor reads.

Fact-checked 11 October 2026