A voting agreement, also known as a shareholder voting agreement, is an agreement among shareholders to vote their shares as the agreement specifies. These voting agreements can cover how members of the Board of Directors are to be elected and sometimes covers major corporate events such as mergers and acquisitions.

Voting Agreements are enforceable pursuant to state statutes enacted in all 50 states. For example, Indiana’s State Statutes read: Sec. 2.

(a) Two (2) or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose.

(b) A voting agreement created under this section is not subject to the provisions of section 1 of this chapter.

Often Shareholders may choose to pool their votes for a particular goal. Voting agreements may specify that the involved shareholders will vote their shares together or cooperatively. Courts usually uphold shareholder voting agreements as long as they relate to issues upon which shareholders can vote.

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