A voting rights agreement is defined by a state law as follows: Voting trusts can be used to obtain a majority block by combining the voting power of several minority shareholders. It can also be used by minority shareholders to increase the power of their representation. Sometimes, the voting trust can be an instrument of oppression, where a majority shareholder convinces other minority shareholders to grant them the power of their votes (usually shareholders who are not involved in the company or who are very interested, such as children or grandchildren who inherited their shares in the company) and then uses that power to vote their shares against their best interests. However, if the trust agreement gives the trustee unbridled discretion over voting rights, the trustee is still a trustee and owes fiduciary duties to the cheap owner, presumably including the obligation to vote on the shares in the best interests of the fair owner and not to personally enjoy voting power. Voting rights agreements may also include the granting of a proxy to another party for the effective exercise of the vote. This agreement is somewhere between the voting trust and the voting agreement – the shareholder remains the shareholder or record, but the voting rights are transferred to another. Section 21,367 of the Code provides that a shareholder may vote in person or by written proxy. A power of attorney is only valid for 11 months, unless otherwise stated in the deed. An agent is not irrevocable unless the proxy form strikingly states that it is irrevocable and (2) that the proxy is “bearer of an interest”, which means that the reason the proxy has the right to vote is not only the transfer of voting power, but that the proxy has an interest in the shares, for example.B.

who holds the shares as security and has the right to vote the shares by an agent until the debt exists. Paid. the agreement should be prominently reflected on the certificate; Otherwise, the agreement will not be applicable to a valuable buyer who will purchase the shares without knowledge of the agreement. However, a person who receives the stock by gift or succession is bound by the agreement as soon as he becomes aware of it. It is important to keep in mind that these voting agreements are only valid between shareholders with respect to shareholder votes.. . . .