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2012 Nebraska Revised Statutes
Chapter 21 - CORPORATIONS AND OTHER COMPANIES
21-2067 - Voting trusts.


NE Code § 21-2067 (2012) What's This?
21-2067. Voting trusts.

(1) One or more shareholders may create a voting trust conferring on a trustee the right to vote or otherwise act for them by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.

(2) A voting trust shall become effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust shall be valid for not more than ten years after its effective date unless extended under subsection (3) of this section.

(3) All or some of the parties to a voting trust may extend it for additional terms of not more than ten years each by signing an extension agreement and obtaining the voting trustee's written consent to the extension. An extension shall be valid for ten years from the date the first shareholder signs the extension agreement. The voting trustee shall deliver copies of the extension agreement and a list of beneficial owners to the corporation's principal office. An extension agreement shall bind only those parties signing it.

Source
    Laws 1995, LB 109, ยง 67.

Annotations
In order to be valid, a voting trust agreement must, by its terms, be limited to a period of ten years or less, or it must be clear from the terms and provisions of the agreement that the voting trust will terminate in ten years or less. Bamford v. Bamford, Inc., 279 Neb. 259, 777 N.W.2d 573 (2010).

This section does not create a "safe harbor" for voting trusts; rather, it clearly imposes substantive limitations on the provisions of such agreements. Bamford v. Bamford, Inc., 279 Neb. 259, 777 N.W.2d 573 (2010).

This section provides generally that one or more shareholders of a corporation may create a voting trust, which confers on the trustee the right to vote or otherwise act for them. The voting trust becomes effective when the first shares subject to the trust are registered in the trustee's name. A voting trust "shall be valid for not more than ten years after its effective date" unless extended by the parties to it. Bamford v. Bamford, Inc., 279 Neb. 259, 777 N.W.2d 573 (2010).

This section provides that a voting trust agreement cannot, absent an extension, extend longer than ten years. Bamford v. Bamford, Inc., 279 Neb. 259, 777 N.W.2d 573 (2010).

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