voting-agreement

# Shareholder Voting Agreement Draft a binding voting agreement coordinating shareholder voting on specified corporate matters, integrated with related governance documents and jurisdiction requirements. ## Prerequisites 1. **Corporate details** — jurisdiction, cap table, share classes and voting rights. 2. **Parties and holdings** — legal names, entity type/formation state, share counts and percentages. 3. **Transaction context** — financing round, merger, founder arrangement, or standalone governance. 4. **Related agreements** — investors' rights, ROFR/co-sale, stockholders' agreement (for consistency). 5. **Voting scope** — board composition, fundamental transactions, charter/bylaw amendments, equity plan approvals. 6. **Term preference** — IPO/liquidity-tied, employment-tied, fixed period, or perpetual. ## Output Structure / Process ### 1) Document Skeleton ```text VOTING AGREEMENT - Parties; Effective Date; Recitals 1. Definitions 2. Voting Commitments 3. Irrevocable Proxy 4. Enforcement / Specific Performance 5. Representations and Warranties 6. Covenants 7. Transfer Provisions 8. Term and Termination 9. Governance Integration 10. Miscellaneous Signatures Schedule A — Shareholdings Exhibit A — Form of Irrevocable Proxy Exhibit B — Form of Transferee Joinder ``` ### 2) Recitals - Total shares outstanding; parties' aggregate voting percentage. - Transaction or event precipitating the agreement. - Cross-references to related agreements by name and date. ### 3) Party Identification | Field | Individual | Entity | |---|---|---| | Name | Full legal name | Entity name + formation state | | Address | Residential | Principal business address | | Shares | Record + beneficial if nominee-held | Record holder + beneficial owner | | Execution | Personal | Signatory name, title, authorization | ### 4) Voting Commitments | Matter | Commitment Type | Key Mechanics | |---|---|---| | Director elections | Vote for named individuals/group designees | Nomination, qualifications, replacement | | Fundamental transactions | Affirmative / negative / board-directed | Conditional criteria if applicable | | Charter/bylaw amendments | As specified per type | Class vote applicability | | Authorized share increases | As specified | Which class(es) subject | | Equity incentive plans | As specified | Board-approval prerequisite | Additional commitment mechanics: - **After-acquired shares**: whether options, warrants, dividends, or market purchases are automatically subject or require amendment. - **Quorum covenant**: attend or deliver proxies to ensure quorum. - **Written consent**: execute when board-approved matters proceed by consent in lieu of meeting. ### 5) Irrevocable Proxy - Explicitly irrevocable; coupled with an interest per DGCL §212(e) [VERIFY equivalent for non-Delaware]. - Triggered only on breach or failure to vote as required — self-executing enforcement, not routine mechanism. - Survives bankruptcy, death, incapacity, and share transfer. - Scope: vote shares, execute consents, take all actions to effectuate commitments. - Appoints proxy holder as attorney-in-fact with full authority. ### 6) Enforcement - Voting rights unique; breach causes irreparable harm not compensable by damages. - Specific performance and injunctive relief **without bond**. - Equitable remedies cumulative with all other remedies. ### 7) Transfer Provisions | Approach | Mechanics | |---|---| | **Runs with shares** | Transferee joinder as condition precedent; corporation refuses to record without joinder | | **Personal only** | Transfer releases obligation; specify adjustment/termination rights for remaining parties | - Advance notice to other parties required. - Include Form of Transferee Joinder as exhibit. ### 8) Term and Termination **Term**: DGCL §218 imposes no duration cap on voting agreements (voting trusts are the capped instrument) [VERIFY for non-Delaware]. **Auto-termination triggers**: - Qualified IPO meeting size/exchange criteria - Change of control or acquisition - Dissolution or winding-up - Collective ownership falls below [___]% threshold **Voluntary termination**: unanimous written consent or [supermajority] of subject shares — distinguish core provisions (unanimous) from administrative (supermajority). **Partial termination**: specify full termination vs. departing-party-only. ### 9) Reps, Warranties, and Covenants **Each party represents**: - Sole legal/beneficial owner (or disclose nominee arrangement). - Shares free of liens, encumbrances, and conflicting voting arrangements. - Full authority; no required third-party consents; no conflicting obligations. - **Entities add**: due organization, good standing, authorized signatory. **Covenants**: - Vote all subject shares per agreement at meetings and by consent. - No conflicting proxies, trusts, or arrangements. - Execute documents reasonably necessary to effectuate obligations. - Timely notice of proposed transfers. ### 10) Governance Integration - Designate controlling document in conflicts with related agreements. - **Multi-class stock**: identify subject classes; address class-specific vote interaction. - **Voting instruction procedure**: notice method, timing, default if instructions not timely received. ### 11) Schedule/Exhibit Map | Label | Content | |---|---| | Schedule A — Shareholdings | Party, share count, class, certificate numbers, % outstanding | | Exhibit A — Irrevocable Proxy | Self-executing proxy for use upon breach | | Exhibit B — Transferee Joinder | Transferee bound to voting commitments | ## Guidelines - **DGCL §218** governs Delaware voting agreements; confirm analogous statute for non-Delaware [VERIFY]. - Irrevocable proxy must be "coupled with an interest" — the voting agreement itself supplies the interest; include explicit recitation in the proxy. - Enumerate specific covered matters; vague commitments create enforcement ambiguity. - Reconcile with preferred stock protective provisions — preferred holders may hold class vote rights outside this agreement. - If parties hold less than majority voting power, flag that the agreement may not achieve control objectives. - Ensure no conflicts with concurrent investors' rights, ROFR/co-sale, or stockholders' agreements. - Governing law should match state of incorporation; amendments should distinguish core vs. administrative thresholds.