A New Jersey Voting Trust Certificate is a legally recognized document that delegates voting rights of an individual shareholder in a corporation to a trust for a specified period. This arrangement allows the voting rights to be consolidated and represented by a trustee or group of trustees, ensuring that the trust exercises the votes on behalf of all the beneficiaries according to their best interests. The New Jersey Voting Trust Certificate is governed by Section 14A:11-3 of the New Jersey Business Corporation Act. It offers shareholders a method to combine their voting power and establish a unified voting position in corporate matters. Through this mechanism, shareholders aim to achieve greater influence over decision-making processes, facilitate efficient corporate governance, and potentially consolidate control when multiple shareholders approve the formation of a voting trust. Under the New Jersey law, voting trusts can be classified into two types: 1. Statutory Voting Trust: This type of trust is established according to the statutory provisions outlined in the aforementioned New Jersey Business Corporation Act. It requires the formation of a written agreement between the shareholders and the designated trustee(s), specifying the duration and terms of the trust. Statutory voting trusts are often used in situations where shareholders want to retain control and voting power over important corporate matters. 2. Common Law Voting Trust: Unlike statutory voting trusts, common law voting trusts are not explicitly regulated by statutes. Instead, they are based on court decisions and legal principles established through precedents. These trusts are created through contracts or agreements among the shareholders, without necessarily conforming to specific statutory requirements. Common law voting trusts offer more flexibility in terms of the terms and conditions set by the shareholders. In both types of voting trusts, the shareholders transfer their shares to the trust, and the trustee(s) assumes voting rights as specified in the trust agreement. Any dividends or other benefits arising from the shares also belong to the beneficiaries of the trust. The trust agreement will outline the trustee's duties, powers, and any limitations imposed on them, as well as the mechanisms for selecting or removing trustees if necessary. New Jersey Voting Trust Certificates are a valuable tool for shareholders to consolidate their voting power, protect their interests, and exert influence over corporate decisions. By establishing a voting trust, shareholders can align their interests and increase their ability to drive change within the corporation.