(1) Any resolution cancelling or limiting the preferential right to profits requires the consent of all stockholders affected in order to enter into force.
(2) A resolution adopted regarding the issuance of preferential stock that is to take precedence or is to be equivalent to preferential stock without voting rights in the distribution of profits or of the company’s assets, likewise requires the consent of the holders of preferential stock. No such consent need be obtained if the issuance was expressly reserved at the time the preferential right to profits was granted or, in cases in which the voting right was precluded at a later point in time, if such issuance was reserved at the time of the preclusion, and if the pre-emptive right of the holders of preferential stock to newly issued shares of stock is not precluded.
(3) The holders of preferential stock are to adopt a separate resolution at a separate meeting concerning their consent. This resolution requires a majority of at least three quarters of the votes cast. The by-laws may neither stipulate a different majority ratio nor impose further requirements. Where the resolution as to the issuance of preferential stock that is to take precedence or is to be equivalent to preferential stock without voting rights in the distribution of profits or of the company’s assets precludes, in its entirety or in part, the pre-emptive right of the holders of preferential stock for such newly issued shares of preferential stock, section 186 (3) to (5) applies accordingly to the separate resolution.
(4) Where the preferential right to profits has been cancelled, the shares of stock grant voting rights.
Subdivision 7
Special audit. Assertion of claims to compensation