(a) One stockholder or 2 or more stockholders may by agreement in writing deposit capital stock of an original issue with or transfer capital stock to any person or persons, or entity or entities authorized to act as trustee, for the purpose of vesting in such person or persons, entity or entities, who may be designated voting trustee, or voting trustees, the right to vote thereon for any period of time determined by such agreement, upon the terms and conditions stated in such agreement. The agreement may contain any other lawful provisions not inconsistent with such purpose. After delivery of a copy of the agreement to the registered office of the corporation in this State or the principal place of business of the corporation, which copy shall be open to the inspection of any stockholder of the corporation or any beneficiary of the trust under the agreement daily during business hours, certificates of stock or uncertificated stock shall be issued to the voting trustee or trustees to represent any stock of an original issue so deposited with such voting trustee or trustees, and any certificates of stock or uncertificated stock so transferred to the voting trustee or trustees shall be surrendered and cancelled and new certificates or uncertificated stock shall be issued therefore to the voting trustee or trustees. In the certificate so issued, if any, it shall be stated that it is issued pursuant to such agreement, and that fact shall also be stated in the stock ledger of the corporation. The voting trustee or trustees may vote the stock so issued or transferred during the period specified in the agreement. Stock standing in the name of the voting trustee or trustees may be voted either in person or by proxy, and in voting the stock, the voting trustee or trustees shall incur no responsibility as stockholder, trustee or otherwise, except for their own individual malfeasance. In any case where 2 or more persons or entities are designated as voting trustees, and the right and method of voting any stock standing in their names at any meeting of the corporation are not fixed by the agreement appointing the trustees, the right to vote the stock and the manner of voting it at the meeting shall be determined by a majority of the trustees, or if they be equally divided as to the right and manner of voting the stock in any particular case, the vote of the stock in such case shall be divided equally among the trustees.
(b) Any amendment to a voting trust agreement shall be made by a written agreement, a copy of which shall be delivered to the registered office of the corporation in this State or principal place of business of the corporation.
(c) An agreement between 2 or more stockholders, if in writing and signed by the parties thereto, may provide that in exercising any voting rights, the shares held by them shall be voted as provided by the agreement, or as the parties may agree, or as determined in accordance with a procedure agreed upon by them.
(d) This section shall not be deemed to invalidate any voting or other agreement among stockholders or any irrevocable proxy which is not otherwise illegal.
8 Del. C. 1953,
§
218;
56 Del. Laws, c. 50;
56 Del. Laws, c. 186,
§
13;
57 Del. Laws, c. 148,
§
14;
63 Del. Laws, c. 25,
§
8;
64 Del. Laws, c. 112,
§
22;
69 Del. Laws, c. 263,
§§
1-6;
70 Del. Laws, c. 186,
§
1;
71 Del. Laws, c. 339,
§
38;
73 Del. Laws, c. 82,
§
10;
79 Del. Laws, c. 327,
§
4;
Notes of Decisions
Hechinger Inv. Co. v. Fleet Retail Fin. Grp., 274 B.R. 71 (D. Del. 2002).
“The voting arrangement between the England Family Defendants and the various members of the Hechinger family comports with a voting trust, pursuant to 8 Del. C. § 218; it is not simply a grant of proxy, pursuant to 8 Del.”
Abercrombie v. Davies, 123 A.2d 893 (Del. Ch. 1956).
· cites it 2× “8 Del.C. § 218. A consideration of plaintiffs' first argument requires an elaborate statement of the provisions of the Agreement.”
State Ex Rel. Elish v. Wilson, 434 S.E.2d 411 (W. Va. 1993).
· cites it 2× “See also 8 Del.C. § 218(a) (1991). [4] Section 6 of the Restatement (2d) of Conflicts explains: (1) A court, subject to constitutional restrictions, will follow a statutory directive of its own state on choice of law.”
In Re Farm Indus., Inc., 196 A.2d 582 (Del. Ch. 1963).
· cites it 2× “Next, as to the Voting Trust Agreement, petitioner urges that since none of the formal steps allegedly prescribed by 8 Del. C. § 218 for the effective creation of a voting trust were ever carried out, that purported trust must fail.”
Foye v. New York Univ., 269 A.2d 63 (Del. 1970).
· cites it 6× “We cannot disregard the clear and unequivocal action taken by the stockholders in creating a voting trust, with explicit reference to the Voting Trust provisions of the Delaware Corporation Law.”
Winitz v. Kline, 288 A.2d 456 (Del. Ch. 1971).
· cites it 2× “3 Preliminarily, I note that there is no attack on the validity of the voting trust which, by its terms, ends December 31, 1972; plaintiff tacitly concedes that it is valid under 8 Del.C. § 218, the voting trust statute.”
Clarke Mem'l Coll. v. Monaghan Land Co., 257 A.2d 234 (Del. Ch. 1969).
“2 II In its narrowest context a voting trust is an agreement between stockholders on one side and a trustee on the other whereby rights to vote the stock are transferred to and vested in the trustee.”
Abercrombie v. Davies, 131 A.2d 822 (Del. Ch. 1957).
“Plaintiffs seek a provision declaring the agreement void in its entirety and releasing the parties from all obligations thereunder.”
Daniel v. Hawkins (Del. 2023).
· cites it 2× “The trend of liberalization was markedly apparent in the 1967 changes to our own [8 Del. C. § 218]. Voting or other agreements and irrevocable proxies were given favorable treatment and restrictive judicial interpretations as to the absolute voiding of voting trusts for terms…”
In re: Westech Capital Corp. (Del. Ch. 2014).
· cites it 2× “40 8 Del. C. § 218, allowing stockholders to “vote shares as provided by [their] agreement.”
Optimiscorp v. Waite (Del. 2016).
“Having had the amendment to the stockholders agreement promptly invalidated using the tool granted by § 225, the plaintiffs did not satisfy the Court of Chancery that they suffered any additional non-speculative harm.”
8 Del. C. § 218(a): 4 cases
State Ex Rel. Elish v. Wilson, 434 S.E.2d 411 (W. Va. 1993).
“See also 8 Del.C. § 218(a) (1991). [4] Section 6 of the Restatement (2d) of Conflicts explains: (1) A court, subject to constitutional restrictions, will follow a statutory directive of its own state on choice of law.”
Daniel v. Hawkins (Del. 2023).
“The trend of liberalization was markedly apparent in the 1967 changes to our own [8 Del. C. § 218]. Voting or other agreements and irrevocable proxies were given favorable treatment and restrictive judicial interpretations as to the absolute voiding of voting trusts for terms…”
8 Del. C. § 218(b): 1 case
Foye v. New York Univ., 269 A.2d 63 (Del. 1970).
“We cannot disregard the clear and unequivocal action taken by the stockholders in creating a voting trust, with explicit reference to the Voting Trust provisions of the Delaware Corporation Law.”
8 Del. C. § 218(c): 6 cases
Optimiscorp v. Waite (Del. 2016).
“Having had the amendment to the stockholders agreement promptly invalidated using the tool granted by § 225, the plaintiffs did not satisfy the Court of Chancery that they suffered any additional non-speculative harm.”
8 Del. C. § 218(d): 1 case
8 Del. C. § 218(e): 1 case
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