What defines a special majority in corporate voting?

A special majority in corporate voting is defined by a number of votes specified in the company's articles or bylaws, which often ranges between two-thirds and three-quarters of the votes cast. This type of majority is typically required for significant decisions, such as amending the articles of incorporation, approving mergers, or other major corporate actions that require broader consensus beyond the simple majority.

The use of a special majority ensures that a substantial portion of the shareholders agrees with the decision, reflecting a higher level of agreement than would be the case with a simple majority. This requirement helps protect minority shareholders and ensures stability and continuity in the governance of the corporation.

In contrast, other voting definitions such as a simple majority only require more than half of the votes cast, an absolute majority requires more than half of the total registered shareholders (regardless of whether they participated in the vote), and unanimous consent mandates that all shareholders must agree. These alternatives do not fulfill the same threshold of consensus needed for decisions requiring a special majority.