Also known as: vote pooling agreements · voting pooling agreement · voting agreement · shareholder voting agreement
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 in equity.
Maya, Luis, and Chen each own small blocks of common stock in ByteForge Inc. They sign a shared online spreadsheet committing to vote their shares together to elect one another as directors at the upcoming shareholders meeting. Apex Ventures objects and claims the arrangement is unenforceable. A court orders the three shareholders to cast their votes as promised in the writing.
Vivian Velez and Viola Volkov control a majority of shares in a target corporation. They sign an agreement with an acquirer promising to vote all their shares in favor of a proposed merger and granting an irrevocable proxy to that effect. When one later attempts to vote against the deal, the acquirer obtains a court order compelling performance under the contract.
Select any source to read its text and confirm it supports the definition.
No. The agreement binds only the shareholders who sign it. Its validity does not depend on approval by the board, a majority of all shareholders, or anyone else.
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Yes. The statute requires only that the writing specify the manner in which the signatories will vote. Agreeing to follow a named person's emailed recommendations before each meeting satisfies that requirement.
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No. When the writing contains unambiguous language covering the matter at hand, courts enforce the plain terms to preserve the predictability the statute seeks to promote.
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A voting agreement is simply a contract among shareholders about how they will vote and needs no transfer of shares or filing with the corporation. A voting trust requires transfer of shares to a trustee plus delivery of the trust document and a beneficial-owner list to the corporation.
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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…