Kansas Voting Trust of Shares in Closely Held Corporation

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US-02094BG
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Closely held corporations are those in which a small group of shareholders control the operating and managerial policies of the corporation. Most, but not all, closely held corporations are also family businesses. Family businesses may be defined as those companies where the link between the family and the business has a mutual influence on company policy and on the interests and objectives of the family.


A voting trust is a device for combining the voting power of shareholders. It is not unlawful for shareholders to combine their voting stock for the election of directors so as to obtain or continue the control or management of a corporation. Some state laws limit the duration of voting trusts to a period of a certain number of years.

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FAQ

Unlike voting trusts, voting agreements can be for any duration and do not need to be filed with the corporation.

The unit trust holds shares and/or other securities on a pooled basis to give the unit holders a share in a wide spread of investments. The unit trust deed will set out the powers and duties of the trustees and the manager of the collective investments and the rights and powers of the investors in the units.

Anyone who owns stock in a company has a voting right to the decisions that the company makes. The fewer shares someone owns, the less voting power they have. Voting has a significant impact on the price of the shares someone owns.

A voting trust agreement is a contractual agreement that records the transfer of shares from a shareholder to a trustee. The agreement gives the trustee temporary control of the voting powers of the shareholders. Voting trusts are operated by the current directors of the company.

According to the companies, the CP-KCS combination would 'provide unprecedented reach via new single-line hauls across a combined network'. The new single-line is said to offer competitive options for domestic intermodal shipments between Mexico, the US Midwest, and Canada.

Even though the deal is still being scrutinized, Kansas City Southern shareholders will be paid $90 cash and 2.884 Canadian Pacific shares now. Canadian Pacific is also taking on $3.8 billion of the Missouri railroad's debt. Canadian Pacific issued 262.6 million new shares Tuesday to complete the purchase.

A voting trust is a legal trust created to combine the voting power of shareholders by temporarily transferring their shares to the trustee. In exchange for their shares, shareholders receive certificates indicating they are beneficiaries of the trust.

The railroad merger that was nearly derailed by a bidding war earlier this year is moving forward although regulators will have the final say next year on Canadian Pacific's $31 billion acquisition of Kansas City Southern railroad.

Canadian Pacific Railway Limited (TSX: CP, NYSE: CP) (CP) today announced the completion of its acquisition of Kansas City Southern (NYSE: KSU) (KCS). The transaction represents an enterprise value of approximately US$31 billion.

KANSAS CITY, Mo. --(BUSINESS WIRE)-- Kansas City Southern (NYSE: KSU) (KCS) today announced the completion of its sale to Canadian Pacific Railway Limited (TSX: CP, NYSE: CP) (CP). The transaction represents an enterprise value of approximately USD$31 billion .

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Kansas Voting Trust of Shares in Closely Held Corporation