Tag Archive | "Voting Agreement"

Alltel Wireless Voting Agreement

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Alltel Wireless Voting Agreement Drafted by Amlaw Top Law Firm Released by RealDealDocs.com, the Online Legal Document Source

RealDealDocs.com offers various online legal documents from agreements to contracts available for download and print. This release regards the voting agreement drafted by Amlaw highest value per lawyer firm Wachtell, Lipton, Rosen and Katz.

Seattle, Washington - RealDealDocs.com, an online leader in sample legal documents and templates. The legal website has released the voting agreement for Alltel Wireless drafted by Amlaw highest value per lawyer firm Wachtell, Lipton, Rosen and Katz.

A voting agreement is a legal document that identifies all of the parties involved, shares before and after the merger, granting of proxy, representations, share transfer and other terms contained within the agreement. The Alltel Wireless voting agreement was formed between the Alltel Wireless Corporation and its shareholders PN Cellular Inc., Stanton Communications and the Stanton Family Trust. The voting agreement goes on to determine the clauses for representations and warranties, covenants, shareholder capacity, termination, appraisal rights, publication, and affiliate letters.

RealDealDocs.com is offering a preview of the Alltel Wireless voting agreement as a template for professionally drafted legal documents. The law firm of Wachtell, Lipton, Rosen and Katz is a well respected firm recently touted for the highest value per lawyer by the Amlaw publication.

Amlaw is both a website and magazine focused on legal businesses and lawyers around the world. It is a respected leader in daily news in the legal industry. Every year this respected publication publishes categorized lists of its picks of the best law firms. This annual Amlaw occurrence is the equivalent to the Academy Awards for lawyers! And RealDealDocs.com is happy to host and provide the work of many of Amlaw’s top picks.

All of the documents at RealDealDocs.com are drafted by top US law firms; including documents from Fortune 500 companies and small cap companies alike. From the National Law Journal‘s top 250 law firms, 40 of them use the RealDealDocs.com technology. And a majority of the law firms honored in the Amlaw review have their work on display and available at RealDealDocs.com.

Lawyers who use RealDealDocs.com, do so in order to lower the amount of time needed to draft a legal agreement. Even business professionals can use RealDealDocs.com in an effort to research a company or see how they handle various legal transactions.

Visitors at RealDealDocs.com can search nearly one million documents and 10 million clauses for free. As a member of RealDealDocs.com you can also edit, save and download these documents in a printer-friendly format for your own use.

RealDealDocs.com provides an enormous variety of contracts and agreements for companies in every industry from banking, clothing and marketable goods to the defense industry. And with over 10 million legal documents and clauses in addition to the Alltel Wireless voting agreement, RealDealDocs.com has secured itself as an online leader in sample legal documents.

To preview the Alltel Wireless Votiong Agreement: http://agreements.realdealdocs.com/Voting-Agreement/VOTING-AGREEMENT-1495725/

To view other Voting Agreements by State: http://agreements.realdealdocs.com/Voting-Agreement/states/

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What is a Shareholder Voting Agreement and When Can it be Enforced?

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A Shareholder Voting Agreement is a legal contract among shareholders of a corporation relating to the voting of shares. The shareholder voting agreement often covers how members of the Board of Directors are to be elected and sometimes covers major corporate events such as mergers and acquisitions. Venture capital investors often expect a shareholder voting agreement to be executed in connection with their investment in a start up company.

Voting Agreements are enforceable pursuant to state statutes enacted in all 50 states. For example, the pertinent statute of Indiana’s State Statutes reads: 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.

For example, lets say Don and Mike are shareholders of Detric Pesticide, Inc. Let us say that neither of them likes Ben, another shareholder, and they want to formally agree that neither of them will ever vote for Ben for a seat on the board of directors. In addition, they also include a provision that if they are outvoted on this matter, they will try to convince the company to pay Ben less than the other directors.

In this hypothetical, the first part of the agreement is valid because it relates to an issue on which Mike and Jessica can vote. They can legally agree, through shareholder voting agreement, not to vote for Ben. The second provision cannot be enforced, however, as a shareholder voting agreement because Ben’s pay is within the discretion of the board of directors and will not come up for shareholder vote.

Voting pools may specify exactly how the participating shares should be voted, or they may allow for negotiation and agreement for each individual issue. Many voting pools include an alternative dispute resolution procedure for reaching agreement on such issues.

Some states require that voting pools follow specific guidelines to be valid. These laws may limit the length of a shareholder agreement, or may require that the shareholders deposit a copy of the agreement with the corporation. If a party to a valid voting agreement violates the agreement, the other parties may sue the uncooperative party. Courts may require that the dissenting shareholder vote according to the agreement, or they may disqualify violating votes.

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What is a Voting Agreement?

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A vote is the voice of an individual making a choice. A vote can be given by ballot or voice. They can be delivered personally by the voter or by proxy. A decision on a submitted question is made by the majority of the votes delivered.�
An agreement is an understanding reached by two or parties about their rights and obligations relating to a certain subject or thing. In reaching consent between two or more people regarding the transmission of a property, right or benefit it is necessary to consider the requisites and kind or agreement as well as how the agreement may be annulled.

There are some things that must happen for a legal agreement to be completed. First, there must be a person able to contract and a person able to be contracted with. Next, there must be a thing that is able to be contracted for. There must also be lawful consideration or quid pro quo. Finally, there need to be assent from the contracting parties.
The actual agreement can either by in writing or under seal.

The agreement is executed once two or more persons have made over their rights to a certain thing to one another thereby changing the property therein. An agreement may be conditional or unconditional. There are a number of ways to nullify an agreement. It is important to note that the agreement is formed from the moment when the parties give their consent, whether it can be proved or not. A simple want of proof does not nullify the agreement.

A voting agreement is usually between an acquiring company and the company being acquired. It is important to develop a voting agreement for all shareholders who are involved in a merger. This is a legal requirement. It is necessary to identify all involved parties, the shares before the merger and after the merger, as well as granting of the proxy, share transfer, and representations. A voting agreement generally takes approximately thirteen hours to prepare. There are prepared forms available that will significantly reduce that amount of time.

Often confused with a voting agreement, a voting trust is the collection of proxy votes in order to form a group with a unified opinion that can move a specific resolution. It is a trust of actual voting rights that have been entrusted to someone. Many groups that promote a certain cause or approach will form a voting trust in order to uphold their control and interests. There are forms available for a Voting Trust Agreement that will provide for the issuance of certificates for common stock to be placed in the care of a depositary in the voting trustees’ name.�
Creating a Voting Agreement

Depending on the circumstances, if you are involved in creating or signing a voting agreement, you can follow one of two paths. It is possible to order and download a form from the internet for a Voting Agreement or have a lawyer draw up the form. If the voter agreement is complicated or it deals with major decisions or large assets, you may want to consult an attorney.

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