Pooling Agreement Template for United States

A Pooling Agreement combines multiple stockholders' voting rights into a unified bloc, letting them vote their shares as one group in Philippine corporations. These agreements help shareholders maintain control over company decisions and protect their collective interests, especially in family-owned businesses or close corporations.

Under Philippine Corporation Law, pooling agreements must be in writing and typically last for a set period. They're particularly useful during mergers, acquisitions, or when minority shareholders want to increase their voting power. While the agreement pools voting rights, each shareholder keeps their individual ownership of shares and dividend rights.

Consider a Pooling Agreement when your group of shareholders needs stronger influence over company decisions in the Philippines. This agreement proves especially valuable during corporate restructuring, when facing hostile takeover attempts, or when minority shareholders want to band together for greater voting power.

Family-owned businesses often use Pooling Agreements to maintain control across generations while bringing in outside investors. The agreement helps prevent deadlocks in decision-making, protects minority interests, and creates a unified voting bloc for critical matters like board elections or major business changes. It's particularly useful when expanding the business requires new capital without diluting family control.

• Basic Voting Pool: Sets up simple voting alignment among shareholders, perfect for small family corporations needing unified decision-making
• Contingent Pooling: Activates voting alignment only for specific corporate actions like mergers or major asset sales
• Irrevocable Pool: Creates a long-term binding arrangement where shareholders permanently commit their voting rights
• Selective Rights Pool: Allows shareholders to pool votes for certain decisions while maintaining independence on others
• Tiered Voting Pool: Establishes different voting rules based on the importance of corporate decisions

• Controlling Shareholders: Often initiate Pooling Agreements to maintain their influence over corporate decisions while bringing in new investors
• Minority Shareholders: Join forces to increase their collective voting power and protect their interests against majority decisions
• Corporate Lawyers: Draft and review agreements to ensure compliance with Philippine Corporation Code and SEC regulations
• Family Business Owners: Use these agreements to preserve family control across generations while accepting external investment
• Corporate Secretary: Records and maintains pooling arrangements, ensuring proper implementation during shareholder votes

• Shareholder Details: Gather complete information about participating shareholders, including share quantities and classes owned
• Voting Terms: Define specific decisions covered by the agreement and voting procedures for the pool
• Duration Period: Determine the agreement's length and any renewal or termination conditions
• Corporate Documents: Review articles of incorporation and by-laws to ensure alignment with pooling arrangements
• Compliance Check: Verify agreement meets Philippine Corporation Code requirements and SEC regulations
• Execution Plan: Prepare signature blocks and arrange for proper notarization of the final document

• Parties Section: Complete details of all participating shareholders, including shareholding percentages and share classes
• Voting Mechanism: Clear procedures for how pooled votes will be exercised and who has authority to cast them
• Scope Definition: Specific corporate matters covered by the pooling arrangement
• Duration Clause: Term length, renewal conditions, and termination provisions
• Dispute Resolution: Process for resolving disagreements among pool members
• Governing Law: Express statement of Philippine law application and jurisdiction
• Execution Block: Signature spaces with proper notarial requirements

A Pooling Agreement differs significantly from a Business Acquisition Agreement, though both deal with corporate control. While Pooling Agreements focus on combining voting rights among existing shareholders, Business Acquisition Agreements govern the complete transfer of business ownership or assets.

• Purpose and Scope: Pooling Agreements organize shareholder voting rights without changing ownership, while Business Acquisition Agreements transfer actual ownership and control
• Duration: Pooling Agreements typically have defined terms with renewal options, whereas Business Acquisition Agreements are permanent, one-time transactions
• Rights Affected: Pooling impacts only voting rights, keeping dividend and ownership rights separate; Acquisition transfers all rights and responsibilities
• Regulatory Requirements: Pooling needs simpler SEC compliance, while Acquisitions often require extensive regulatory approvals and due diligence