Also known as: voting trust · voting agreement
Written by attorneys · grounded in primary & secondary sources — see below
A contractual device by which one or more shareholders confer on a trustee the right to vote or otherwise act for them. Shareholders create the device by signing a written agreement that sets out the trust provisions and by transferring their shares to the trustee. The trustee must then prepare a list of beneficial owners and deliver the list and agreement to the corporation.
Virgil Vaughn and Vanessa Vinson sign a written agreement directing how they will vote their shares in Valdez Steel on director elections. They deliver the agreement to the corporation but never transfer shares or appoint a trustee. The arrangement remains enforceable as a voting agreement because it is not subject to the formal requirements that govern voting trusts.
Vaughn Valentine and Vanessa Vega sign a voting trust agreement naming a trustee and transfer their shares in Voss Shipping to the trustee. The trustee prepares the required list of beneficial owners and delivers both the list and agreement to the corporation's principal office. The trust becomes effective on the date the shares are registered in the trustee's name.
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Vincent Valdez and Valentina Vasquez create a voting trust for their shares in Vortex Energy. A dispute arises over whether the trust complies with statutory formalities. The court examines the signed agreement and share transfer to determine whether the trustee holds enforceable voting authority.
Vanessa Vega and Vaughn Valentine transfer shares in Villanueva Construction to a trustee under a voting trust agreement. Later shareholders challenge the arrangement as an improper control device. The court upholds the trust because the parties satisfied the statutory creation requirements.
Virgil Vaughn and Vanessa Vinson place their shares in a voting trust that grants the trustee authority to vote in favor of a proposed merger. The trustee executes the required voting agreement with the acquirer. The court enforces the trust because the shareholders acted in their capacity as owners rather than as directors.
Valentina Vasquez and Vincent Valdez create a voting trust that enables coordinated voting on a corporate transaction. A shareholder sues claiming the trust caused harm. The court recognizes that the trust produced a substantial benefit to the class of shareholders and awards fees accordingly.
Shareholders must sign a written agreement setting out the trust provisions and transfer their shares to the trustee. The trustee must then prepare a list of beneficial owners and deliver the list and agreement to the corporation at its principal office. Delivery to the corporation is required for the trust to be effective against the corporation.
A voting trust requires transfer of shares to a trustee and delivery of a list and agreement to the corporation. A voting agreement requires only that shareholders sign a document stating how they will vote their shares. Voting agreements are not subject to the provisions governing voting trusts.
A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. The statute does not impose an automatic ten-year limit. Any duration limit is set by the terms of the trust agreement itself.
…and - Outcalt and Shaw granted to Genesis an irrevocable proxy to vote their shares in favor of the merger agreement. - The voting agreement was specifically enforceable by Genesis. The merger agreement further provided that if either Outcalt or Shaw breached the terms of the voting agreements, Genesis would be entitled to…