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A voting trust agreement also goes under the name, pooling agreement. Two or more shareholders transfer their shares to a trustee under a voting arrangement. The trustee will then vote for those shares as a group following the agreement's terms or the majority's will.
Voting trusts are often formed by company directors, but sometimes a group of shareholders will form one to exercise some control over the corporation. It can also be used to resolve conflicts of interest, increase shareholders' voting power, or ward off a hostile takeover.
Voting trust certificates are "securities" as that term is defined by Section 2(1) of the Securities Act of 1933,37 and by many similar provisions under the various state securities laws.
A voting trust agreement transfers the voting rights of shareholders to a trustee, giving the trustee temporary control of the corporation. A fiduciary is a person or organization that acts on behalf of a person or persons and is legally bound to act solely in their best interests.
While the proxy may be a temporary or one-time arrangement, often created for a specific vote, the voting trust is usually more permanent, intended to give a bloc of voters increased power as a group?or indeed, control of the company, which is not necessarily the case with proxy voting.
A voting trust certificate is a document used to give temporary voting control over a corporation to one or several individuals. It is issued to a shareholder and represents the normal rights of any other stockholder, such as receiving quarterly dividends in exchange for their common shares.