A New York Voting Trust Certificate is a legal document issued by a corporation or a group of shareholders in the state of New York. It serves as a means to transfer voting rights from individual shareholders to a designated trustee or a group of trustees, allowing them to vote on behalf of the shareholders. The primary purpose of a New York Voting Trust Certificate is to consolidate corporate governance and decision-making authority. It is commonly used during mergers, acquisitions, or other corporate restructuring processes, where shareholders want to pool their voting rights to achieve a unified voting position. By entrusting their voting rights to a trustee, shareholders can ensure a more streamlined decision-making process and avoid conflicts of interest. The New York Voting Trust Certificate outlines the rights and responsibilities of both the shareholders and the trustee(s) involved. It specifies the duration of the trust, the number and type of shares being transferred, and the conditions under which the trustee may exercise their voting authority. This document must be in compliance with the New York Business Corporation Law (BCL) to be legally binding. There are various types of New York Voting Trust Certificates that exist, depending on the specific requirements and circumstances of the shareholders involved. Some common types include: 1. Statutory Voting Trust: This type of trust is created under the provisions of the BCL and is subject to its regulations. It enables shareholders to transfer their voting rights to a trustee, who must vote in proportion to the shares held by the beneficiaries. 2. Contractual Voting Trust: Unlike the statutory trust, a contractual voting trust is created by an agreement between the shareholders and the trustee(s) rather than being mandated by the BCL. This type of trust allows for more flexibility and customization in determining the voting terms and conditions. 3. Dual-Class Voting Trust: In certain cases, shareholders may want to establish a trust that differentiates voting rights based on share classes. This allows for a tiered voting structure, where specific classes of shares may carry higher voting power than others, giving certain shareholders more influence in decision-making processes. In summary, a New York Voting Trust Certificate is a legal instrument used to consolidate voting rights of shareholders in the state of New York. It is commonly employed during corporate restructuring and allows the appointed trustee(s) to vote on behalf of the shareholders. The various types of New York Voting Trust Certificates include statutory, contractual, and dual-class trusts.