Massachusetts Agreement and Irrevocable Proxy: A Comprehensive Overview Introduction: The Massachusetts Agreement and Irrevocable Proxy is a legal document used in the state of Massachusetts that grants a designated person the power to act as a proxy and make decisions on behalf of the principal. This agreement is commonly utilized in various business transactions and shareholder meetings. It is important to understand the different types of Massachusetts Agreement and Irrevocable Proxy available to ensure compliance with applicable laws and regulations. Let's explore the details and types of this agreement further. Definition: The Massachusetts Agreement and Irrevocable Proxy is a legally binding document that establishes a proxy relationship between a principal (the person granting the proxy) and a proxy (the person authorized to act and make decisions on behalf of the principal) in the state of Massachusetts. The proxy is essentially a trusted representative who wields the authority to vote, act, or transact business matters on behalf of the principal. Types of Massachusetts Agreement and Irrevocable Proxy: 1. General Irrevocable Proxy: The General Irrevocable Proxy allows the proxy to act on behalf of the principal, granting them broad powers in decision-making, voting, and other business-related matters that the principal cannot revoke. 2. Limited Irrevocable Proxy: The Limited Irrevocable Proxy, unlike the General Irrevocable Proxy, imposes certain limitations on the proxy's powers. The principal defines specific actions or decisions that the proxy can undertake, while excluding others. This type of proxy is often utilized when dealing with specialized areas of business where expert knowledge is required. 3. Voting Agreement: A Voting Agreement is a specialized type of Massachusetts Agreement and Irrevocable Proxy that concentrates solely on voting rights within a company or organization. This agreement establishes a commitment between shareholders or members to vote in a specific manner on particular matters, aiming to consolidate voting power and ensure unified decision-making. 4. Shareholder Agreement: Although not a pure proxy agreement, a Shareholder Agreement commonly incorporates provisions related to proxies and their powers. This agreement is created among shareholders of a corporation in Massachusetts, delineates their rights, responsibilities, and outlines the management and governance of the company. Key Elements of a Massachusetts Agreement and Irrevocable Proxy: 1. Parties involved: Identifies the principal (granter) and the proxy (grantee). 2. Consideration: Specifies any compensation or benefits provided to the proxy. 3. Proxy powers: Defines the scope of decision-making authority given to the proxy. 4. Duration: Establishes the time period for which the proxy agreement remains valid. 5. Revocability: States whether the principal can revoke the proxy agreement. 6. Governing law: Identifies Massachusetts as the jurisdiction of the agreement. Conclusion: The Massachusetts Agreement and Irrevocable Proxy is a crucial legal tool that enables individuals to delegate decision-making authority to trusted representatives. Understanding the different types, such as the General Irrevocable Proxy, Limited Irrevocable Proxy, Voting Agreement, and Shareholder Agreement, allows parties to tailor the agreement to meet their specific needs. It is essential to consult with legal professionals to ensure compliance with Massachusetts state laws and regulations when drafting and executing such agreements.
Massachusetts Agreement and Irrevocable Proxy
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In most cases, proxies that have a proprietary interest in the organization where they also act as agents of the principal are irrevocable. This means that the principal may not terminate the relationship before the expiry of the agreed period.
The CEO of the company and a controlling shareholder of the company induced his son to become the company's President and COO. The father transferred a controlling block of stock to the son, in exchange for the grant of a lifetime irrevocable proxy to vote the stock.
(b) No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy, except that the maximum term of any proxy shall be three years from the date of execution.
In general, a proxy is revocable, but it may be made irrevocable if the proxy is expressly stated to be irrevocable and it is "coupled with an interest." Typical situations that make the proxy "coupled with an interest" are: (1) where the proxy holder has purchased or agreed to purchase the shares, (2) the proxy holder ...
The irrevocable proxy is an enforceable power given by an owner to. exercise his voting rights independently of his future consent. He may. accomplish the same result through a voting or pooling contract, or by. means of a voting trust.
In general, a proxy is revocable, but it may be made irrevocable if the proxy is expressly stated to be irrevocable and it is "coupled with an interest." Typical situations that make the proxy "coupled with an interest" are: (1) where the proxy holder has purchased or agreed to purchase the shares, (2) the proxy holder ...
(f) A proxy may be revoked, notwithstanding a provision making it irrevocable, by a transferee of shares without knowledge of the existence of the provision unless the existence of the proxy and its irrevocability appears, in the case of certificated securities, on the certificate representing such shares, or in the ...