The puzzling paradox of preferred stock (and why we should care about it)

Preferred stock is an important source of business capital but has largely been ignored in legal scholarship. This Article explores the peculiar place held by preferred stock in the corporation's financial structure, with a careful look at the interplay between contractual and fiduciary duties owed by the corporation and its management to the preferred stockholders. It concludes that preferred stockholders are perhaps the most legally disadvantaged of the corporation's financial constituents and suggests a contractual provision to remedy that situation.