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Voting Trust Definition, Elements, & Legal Requirements

Be sure to have an attorney review this template to ensure that it complies with local and state laws applicable to your company. On the Eqvista app, you can upload as many documents you want to share with your shareholders. It enables you to upload and share all of your critical financial records with your management and company shareholders. As a result, once you’ve uploaded the document, you’ll be able to share it with all of your shareholders.

Voting Trust Agreements (VTAs) are contractual arrangements between shareholders and trustees, assigning the voting rights of their shares to the trustees for a specified duration. When a company is facing the threat of a hostile takeover, shareholders can lock up their shares in a trust. The practice deters the company from pursuing the takeover from trying to acquire a major portion of the target company shares since a large number of shares are locked up in a trust for a specific duration of time. At the end of the trust period, the shares are usually returned to the shareholders, although in practice many voting trusts contain provisions for them to be revested on the voting trusts with identical terms. Voting trust agreements are usually operated by the current directors of a company, as a countermeasure to hostile takeovers. But they may also be used to represent a person or group trying to gain control of a company—such as the company’s creditors, who may want to reorganize a failing business.

Understanding VTAs is essential for shareholders and business leaders in navigating the complexities of corporate governance and protecting their interests. The purpose of VTAs is to consolidate voting power, often to facilitate control, streamline decision-making, or protect a company’s strategic direction. This exclusivity agreement template can be used by a vendor to secure exclusive rights to provide goods or services to another organization.

A trust, and more specifically, a voting trust, will hold the shares of an individual and send any money that comes from them, like dividends or payments, when shares are sold. The third party is often called the “Trustee,” and the individual/company is the “Grantor.” Most trusts operate to secure the grantor’s assets and provide a stable flow of money to its beneficiaries. Trustees will gain all rights to vote on company decisions about voting trust agreement company actions, mergers, acquisitions, dividend payout, new securities, and who is elected to the board of directors. Typically, a trustee can be any competent individual, another corporation, or an entity such as a bank or trust company that is agreed upon by the shareholders involved. If a user or application submits more than 10 requests per second, further requests from the IP address(es) may be limited for a brief period.

  1. Voting trusts are typically more permanent and designed to provide a bloc of voters influence as a group — or even ownership of the corporation.
  2. One of the primary benefits of VTAs lie in the potential for shareholders to amplify their influence over the company’s governance.
  3. But they may also be used to represent a person or group trying to gain control of a company—such as the company’s creditors, who may want to reorganize a failing business.
  4. Voting trusts are operated by the current directors of the company to prevent third parties from gaining control of the company without their (the directors) involvement.

To ensure our website performs well for all users, the SEC monitors the frequency of requests for content to ensure automated searches do not impact the ability of others to access content. Current guidelines limit users to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. The articles and research support materials available on this site are educational and are not intended to be investment or tax advice. All such information is provided solely for convenience purposes only and all users thereof should be guided accordingly. Thus, understanding VTAs is crucial for shareholders and business leaders in navigating corporate governance complexities. They have diverse applications, notably in defense against hostile takeovers and influencing board decisions.

What is a voting trust agreement?

They’re crucial in corporate finance because they provide stability, consolidate influence, and mitigate potential conflicts of interest, especially in situations where decisive action is required. When the promoters of a company feel that the control of the company is at risk, they can aggregate their shares in a trust. Transferring the promoters’ shares into a voting trust creates a strong voting block that may exceed any individual shareholder’s voting power. The promoters aggregate their shares to retain decision-making powers and prevent strong shareholders from taking over the control of the company.

Alternatives to Voting Trust

They can help individuals assess the need for a voting trust, draft the trust agreement, and ensure compliance with legal requirements. A is a legal agreement where stockholders transfer their shares and voting rights to a trustee for a predetermined period of time. This agreement is mainly used in corporations to resolve issues of managerial succession, control, and direction. Any other stockholder may transfer the shares to the same trustee or trustees upon the term and conditions stated in the voting trust agreement, and thereupon shall be bound by all the provisions of said agreement. Voting agreements also have some disadvantages when compared to voting trusts.

Legislation Governing VTAs

Once the rate of requests has dropped below the threshold for 10 minutes, the user may resume accessing content on This SEC practice is designed to limit excessive automated searches on and is not intended or expected to impact individuals browsing the website. Despite their benefits, VTAs bear potential risks, such as concentration of power and diminished shareholder participation, necessitating prudently drafted agreements and careful trustee selection. Voting Trust Agreements (VTAs) offer an effective tool for consolidating voting power, ensuring stability, and streamlining decision-making in corporate governance. VTAs can be used as a defensive measure against hostile takeovers by consolidating voting power with a trusted entity. They will need to wait until the expiry of the voting trust period before implementing a takeover bid, and that period of time can range between two to 10 years.

This agreement lays forth conditions under which stockholders of a target company commit to voting in favor of a merger. This Standard Document includes notes that include critical explanations as well as drafting and negotiation advice. Therefore, it is recommended that individuals seek the services of an experienced estate planning lawyer to assist them in the formation of a Voting Trust.

A Voting Trust is a legal arrangement in which shareholders transfer their voting rights to a trustee who exercises these rights on their behalf. The trust will make decisions about the company on behalf of the shareholders. All shares will be returned to the original owners regardless of current value. These trusts happen when one shareholder or a group of shareholders relieve voting rights to a trustee or a group of trustees. The trustee/s gain all voting rights from the shareholder and acts on their behalf. No, only those shareholders who agree to transfer their voting rights to the trustee need to be included in the voting trust.

By incorporating a Voting Trust in estate planning, individuals can benefit from centralized management, succession planning, confidentiality, and asset protection, among other advantages. The trust agreement should provide clear guidance on how the trustee is expected to exercise these rights and the extent of their authority. Voting Trusts are commonly used in estate planning to manage interests in corporations or other entities, streamline decision-making processes, and protect assets. Once the length of the certificate ends, the right to vote will be returned to the shareholder. These periods can last anywhere from 2-10 years, depending on the use of the trust. If the length is too short, or a new problem occurs, a trust and certificate can be remade and extended.

The trust ensures that the family’s stake is passed to other generations, and that the investments continue to grow even in the absence of the parents. The duration of the trusts varies from state to state, and some impose a limitation of up to 10 years for voting trustees. Also, when a parent is retiring or leaving a company, they may transfer the shares to a child or children on condition that the shares will be subsequently transferred to a voting trust with known trustees. The transfer of shares also gives the trustees the power to vote towards certain critical decisions that will help the company regain its profitability. In the United States, companies must file voting trust contracts with the Securities Exchange Commission (SEC).

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