Stemovereenkomst

A voting agreement governs the arrangements between shareholders concerning their voting conduct in respect of resolutions such as the appointment of directors, dividend distributions or amendments to the articles of association. Such agreements are binding between the parties but cannot be invoked against the company where it is not a party to the agreement.

In practice, voting agreements are commonly used to create stability in the shareholding, to maintain existing power balances or to protect minority shareholders. A breach may give rise to a claim for damages or to termination of the agreement, depending on the contractual remedies provided.

Their principal relevance lies in enabling the protection of interests without the need for a formal shareholders’ agreement containing more extensive provisions.