Controlling Interest

Controlling interest in a corporation means to have control of a large enough block of voting stock shares in a company such that no one stock holder or coalition of stock holders can successfully oppose a motion. In theory this could mean that controlling interest would be 33.4% or 50% of the voting shares plus one.

In practice, though, controlling interest can be far less than that, as it is rare that 100% of company voting shareholders actively vote. While most small corporations do not have a 2/3 vote requirement, in the opposite, most large companies especially Delaware corporations, do have a 2/3 vote requirement.

A company that requires a 2/3 super-majority of shares to vote in favor of a motion can grant, in effect, veto power to a minority shareholder or block of shareholders that own more than 1/3 of the shares. Thus in some cases a single entity can essentially maintain control with only 33.4% of the outstanding shares. Ford Motor Company's former 33.9% ownership of Mazda North American Operations is an example of a controlling interest with minority shareholding that was granted by Mazda.