A “voting trust” is an agreement where one or more shareholders appoints a trustee to vote on behalf of the shareholders at a corporate meeting. It is in effect a more nuanced proxy arrangements (a proxy is usually legally authorized to vote on another person’s behalf). The principle difference is that a voting trust document can specify certain terms, conditions and considerations the trustee must evaluate when voting the shareholders’ shares, whereas most proxies give near unfettered discretion to the holder to vote the shares in any way the agent deems appropriate.
As with all trustees, the trustee of a voting trust owes a fiduciary duty to the beneficiaries/shareholders who have given the trustee their voting rights. Robinson v. Lagenbach, 439 S.W.3d 853, 58-59 (Mo. Ct. App. 2014). As such, it is extremely important that parties to a voting trust thoroughly review the terms of the document before signing off on it.
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