Originally from:
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
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CHAPTER 33
VOTING TRUSTS
Section
§ 33.01 Statutory Summary and Purpose of Voting Trust
§ 33.02 Legal Effect
§ 33.03 Contents—Required Provisions
§ 33.04 Corporate Control and Minority Rights
§ 33.05 Record Keeping
§ 33.01 Statutory Summary and Purpose of Voting Trust
Shareholders of Minnesota corporations may transfer their shares to a
trustee pursuant to a written agreement, conferring on the trustee the
right to vote the shares and otherwise represent the shareholders as
beneficial owners.1 A copy of the voting trust agreement must be filed
with the corporation.2
§ 33.02 Legal Effect
Voting trusts are similar to shareholder voting agreements to the
extent that both can be used as a means of control over the voting of
shares.3 However, in a voting trust, the actual ownership of the shares of
each party is transferred to the trustee.4
The trust agreement may specify the terms and procedures for voting
the shares placed in voting trust. If there are two or more trustees, the
procedure for voting is determined by statute, unless otherwise specified
in the trust agreement.5
The trustees are bound to vote the shares according to the internal
procedures dictated in the trust instrument.6 These procedures may
include an obligation to vote the shares as determined by the majority or
supermajority vote of the beneficial owners. The voting trust agreement
also establishes the other rights and obligations of the trustees and the
beneficial owners.
Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."
Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.
Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.
Contributing Editor:
Amanda Chang
Contributing Authors:
Alecia Anderson
Seth Back
John Baker
Shannon Berg
Constatin Burachek
Benjamin Carpenter
Ryan Check
Carl Christensen
Peter Fear
Michael Frasier
Aaron Hall
Catherine Hanson
Paul Harman
Amy Ithlan
Michael Kern
Chris Kuhlman
