Family Businesses

Share pooling agreement

A group of shareholders wants to act as a bloc at general meetings or coordinate the transfer of their interests, and needs an agreement that implements that unity of action.

In one line

This page addresses share pooling agreements between shareholders. The family protocol, a broader framework agreement on the relationship between family and company, is addressed on a specific page in this section.

First steps

Define the purpose of the agreement: unifying votes, coordinating transfers, or both.
Identify the shareholders included in the pool and their interests.
Establish the mechanism for deciding how the pooled vote will be cast.
Regulate the conditions and preferences for transferring shares.
Set the term of the agreement and the grounds for termination.
Coordinate the agreement with the bylaws and other shareholder agreements.

What a share pooling agreement is

A share pooling agreement is an agreement between shareholders who undertake to vote in the same way or to coordinate the disposal of their interests. It is a tool to give stability to the company's governance and to unite a group of shareholders.

It is a shareholders' side agreement: it binds those who sign it but, in principle, does not form part of the bylaws. For that reason, it should be carefully coordinated with the provisions of the Argentine Companies Law on general meetings and the exercise of voting rights.

Types and usefulness

There are voting pools, aimed at unifying how votes are cast at the general meeting, and lock-up pools, which regulate the conditions for transferring shares and establish preferences among the pooled shareholders. Both can be combined.

In family businesses, pooling allows a branch or generation to act in a coordinated manner and helps preserve control. It usually complements the family protocol and the bylaws' transfer clauses.

Common mistakes

Drafting the agreement without a clear mechanism for deciding the pooled vote.
Omitting the term of the agreement and the grounds for withdrawal.
Failing to provide for remedies in case a pooled shareholder breaches the agreement.
Ignoring coordination with the bylaws and the Companies Law provisions on general meetings.
Confusing the side agreement with an amendment of the bylaws.

Frequently asked questions

What is a share pooling agreement?

It is an agreement between shareholders who undertake to vote in the same way or to coordinate the transfer of their shares, in order to give unity of action and stability to corporate governance.

Is the pooling agreement part of the bylaws?

In principle, no. It is a side agreement that binds those who sign it, so it should be coordinated with the bylaws and with the provisions of the Companies Law.

What types of pooling agreements exist?

Voting pools, which unify how votes are cast, and lock-up pools, which regulate the transfer of shares. They can be combined in a single agreement.

This page is informational and does not replace professional advice on your specific case. It does not imply any promise of results.

Coordinate your stake with a pooling agreement

We draft share pooling agreements tailored to your group of shareholders. Write to us to discuss your situation.

Ask via WhatsApp