Pooling agreement (Ro.: Contract prin care acționarii transferă drepturi de vot sau acțiuni cu drept de vot unui reprezentant, Gr.:  σύμβαση κοινοπραξίας, Cz.: dohoda o společném postupu, Cr.: sporazum o suradnji) (See also: voting trust, shareholder agreement, proxy agreement, voting agreement) = a contract through which shareholders transfer their voting rights to a third party (trustee). In voting trusts, the transfer involves the voting shares, not only the rights. The purpose of the agreement is to combine the voting power of shareholders for situations involving director elections or any important decisions concerning the company and it is occasionally used to gain control of the corporation.


Useful links

Legislation -  Rhode Island Business Corporation Act, PART 7-1.2-70, Shareholders - Ohio Revised Code, Title XVII Corporations- Partnerships, Chapter 1701: General Corporation Law – Cessation of application of pooling agreement - Washington State Legistrature, Voting Trusts - 2013 New Jersey Revised StatutesTitle 14A - CORPORATIONS, GENERAL Section 14A:5-20 - Voting trust – Michigan Legislative Website, BUSINESS CORPORATION ACT (EXCERPT), Voting trust agreement; certificates.

Organizations and associations - The Law Offices of Nick Spradlin, Voting Trust - Allender & Allender, Attorneys at Law, Voting Trust

Publications – Roth, Markus, 2013, Shareholders’ Agreements in Listed Companies: Germany – Adams, Renee B. and Santos, Joao A. C., 2006, Identifying the Effect of Managerial Control on Frim Performance -  Santos, Joao A. C. and Wilson, Kristin E., 2008, Does Banks’ Corporate Control Benefit Frims? Evidence from US Banks’ Control Over Firms’ Voting rights

Online Publications  - Pooling Agreements among Stockholders, The Yale Law Journal -  Ricardo Molano León , Shareholders’ Agreements In Close Corporations - Corporations: Voting Trusts and Irrevocable Proxies, California Law Review - Robert W. Miller, Voting Trusts, Indiana Law Journal - Simeon E. Baldwin, Voting-Trusts, Yale Law School Faculty Scholarship 


By Alexandru Coraș