A colleague recently asked: “Which is correct – shares in the corporation or shares of the corporation?” There are two approaches to answering the question – prescriptive and descriptive.

I couldn’t find any authoritative prescriptive answer.  It seems to me that the question turns on the meaning of the prepositions “in” and “of”. The preposition “in” has a wide variety of meanings.  It is often used to express a relationship to a physical location (e.g., “in cities, mutinies”).  However, “in” can also be used to convey a sense of belonging (e.g., “When every case in law is right”).  Thus, “shares in the corporation” seems to be an appropriate usage.

The preposition “of” also conveys a sense of belonging. Sometimes, it is belonging to a location (e.g., the “Governor of California”), but it can also convey belonging to something (e.g., “members of Congress”).  Thus “shares of the corporation” likewise seems appropriate.

But what does the law actually say?  Numerous examples of “shares of the corporation” can be found in the California General Corporation Law (see, e.g., Sections 166, 315(c), 403(b), 405(b), 409(a)(1), 417, 705(e), 1501(b)(1), and 1800(b)(2)).  However, I could only find one instance in which the General Corporation Law refers to “shares in the corporation” (Section 705(e)(2)).  If we look at case law, examples of both expressions can be found.  See, e.g., “This purchase brought Mgrdichian’s holdings to 330 shares, 23 percent of the issued and outstanding shares of the Corporation” Kelegian v. Mgrdichian, 33 Cal. App. 4th 982, 984 (1995) and “Subsequently de Nes told appellant that he wanted to be given 1 million shares in the corporation, in place of 100,000 shares”  People v. Kline, 110 Cal. App. 3d 587, 590 (Cal. App. 1st Dist. 1980)