A shareholders` pact contains a date, often the number of shares issued, a capitalization table (or “cap”) that lists the shareholders and their share of the company`s ownership, the possible restrictions on the transfer of shares, the pre-emption rights of the current shareholders for the acquisition of shares (in the case of a new issue to maintain their share of ownership) and the terms of payments in the event of a sale. Voting agreements also have some drawbacks compared to voting companies. In particular, because a voting agreement is a contract, there is less room for manoeuvre to exercise future margins of appreciation. For example, if the future is not clear, a confidence in the law may set general decision guidelines for an agent and allow the agent to make the final decision, whereas in a voting agreement, each party will likely make its own choice, which could nullify the objective of the agreement. The less clear or subjective the requirements of the agreement, the less likely it is that a court will actually enforce the agreement. Since voting agreements may be unlimited, a party that no longer wishes to be bound by a voting agreement may be permanently bound by the agreement. A voting agreement is defined as as follows in a state statute: “A. Two or more shareholders can predict how they vote their shares by signing an agreement to that effect. The agreement contains sections that set out the fair and legitimate pricing of shares (especially during the sale). It also allows shareholders to make decisions about what external parties can become future shareholders and offers guarantees on minority positions. The agreement should be mentioned prominently on the certificate; Otherwise, the contract cannot be obtained in value against an acquirer who buys the stock without knowledge of the agreement.
However, a person who receives the fund by donation or estate is bound by the agreement as soon as he or she is aware of it. It is important to note that these voting agreements are only valid between shareholders with respect to shareholder votes. They are illegal between directors and should not be used by shareholders to limit the exercise of discretionary action by directors. Moreover, such agreements cannot be applicable if they constitute a simple purchase of votes. Shareholders can also join each other in voting on certain issues in a certain way, i.e. voting as a bloc. Such an agreement can sometimes allow a group of shareholders to gain or maintain control, especially when a cumulative vote is allowed. Voting agreements differ from limited companies in that the shareholder remains the shareholder and there is no trust.