Also known as: shareholder voting agreement · shareholders voting agreement · shareholders' voting agreements · voting agreement · shareholder voting pact
Written by attorneys · grounded in primary & secondary sources — see below
A contract among two or more shareholders that specifies the manner in which they will vote their shares. The agreement binds only the signatories and is specifically enforceable by court order.
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Steven Silva and Sylvia Santos sign a written agreement to vote their shares against any sale of the company's factory. At the shareholder meeting, Sylvia votes in favor of the sale. Steven sues and obtains a court order directing Sylvia to cast her votes in accordance with the agreement.
Scott Summers and Stephen Shaw sign voting agreements with a buyer that require them to vote their shares in favor of a merger and grant an irrevocable proxy. After the board approves the deal, the shareholders attempt to withhold their votes. The buyer enforces the agreements to secure the required approval.
No. The agreement is a private contract among the signing shareholders. It need not be approved by the board or incorporated into the governing documents.
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Yes. The statute expressly makes voting agreements specifically enforceable, allowing a court to compel compliance rather than limit relief to damages.
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No. Voting agreements stand alone under section 7.31 and are not subject to the separate requirements that govern voting trusts under section 7.30.
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…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…