Voting rights are similar to proxy voting, in the sense that shareholders nominate someone else to vote for it. But trusts that have the right to vote do not function as a substitute. While the proxy is a temporary or single agreement, often created for a particular vote, the right to vote is generally more permanent to give more power than group to a block of voters – or even control of the company, which is not necessarily the case with proxy voting. The second contribution of the article is empirical. To the extent that you exist, the popular opinion about shareholder agreements is that they are common in private companies, but private companies are the dark matter of the corporate universe – important, but difficult to study empirically. On the other hand, in state-owned enterprises, it is assumed that shareholder agreements play a trivial or non-existent role. A voting agreement is an agreement between shareholders to choose their shares in a certain way. Instead of delegating voting power to a third party, as is the case with an agent, each shareholder commits, in a voting contract, to respect the agreement. If the contract is effectively executed, any party may sue for the practical performance of the contract if another party refuses to comply with the contract. If an action is successful, the court orders the parties to vote on the shares in accordance with the voting agreement. Unlike proxy limited companies, voting agreements may apply for any length of time and should not be submitted to the company. According to Section 7.31 of the RMBCA, a voting agreement applies when three conditions are met: the third contribution is to refine the conceptual characteristics of shareholder agreements after the IPO and the new legal issues that arise from them.
These agreements include obligations for what might be called horizontal and vertical dimensions in which there are horizontal obligations between shareholders and vertical commitments between one or more shareholders and the company. The commitments made by shareholders to vote for each other`s candidates are horizontal commitments, while the company commits to support these candidates, to grant veto rights by companies to shareholders or to the company to waive the rights they might otherwise exercise (such as the rights of the director, all vertical commitments. These types of obligations raise different legal issues and the vertical obligations of companies raise issues of negligence under existing legislation that do not have horizontal provisions. Instead of transferring voting rights to an agent, shareholders can enter into a contract or voting agreement together to vote on specific issues. This agreement, also known as a pooling agreement, allows shareholders to obtain or retain control without relinquishing their shareholder identity as in the case of a voting trust. Voting agreements cannot be used between directors to limit the discretion of directors or to purchase votes. Voting agreements also have some drawbacks compared to voting companies.