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Voting and Standstill Agreement
Free voting and standstill agreement template — a significant shareholder agrees to vote in a specified manner and refrain from further acquisitions for a defined period.
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This free voting and standstill agreement covers 1. Voting Agreement, 2. Standstill, 3. Permitted Actions, 4. Term, 5. Board Representation (if applicable) with 5 clearly marked [placeholder] fields to fill in — built for founders, freelancers, and small business owners formalizing a business decision or agreement without paying a lawyer to draft it from scratch. Copy it into your own word processor, fill in the placeholders, and review it — or adapt it — before use. It's part of docstoc's free document template library, alongside business, legal, real estate, finance, and HR templates. Every template here is free to copy with no signup required, and each one carries a plain disclaimer: this is a starting point for informational purposes, not a substitute for advice from a licensed professional in your jurisdiction.
Voting and Standstill Agreement
Company: [Company Name] · Shareholder: [Name] · Date: [Date]
1. Voting Agreement
Shareholder agrees to vote all shares it beneficially owns [in favor of the Board's nominees / consistent with the Board's recommendation on specified matters / as otherwise described], for the duration of this Agreement.
2. Standstill
During the term, Shareholder agrees not to: acquire additional shares beyond [%] of outstanding voting stock, propose or support a takeover bid, solicit proxies against the Board, or seek Board representation beyond [Number] seats, without Company's prior written consent.
3. Permitted Actions
Notwithstanding the standstill, Shareholder may: [sell shares in the ordinary course, respond to a bona fide unsolicited third-party tender offer, or exercise rights described here].
4. Term
This Agreement runs for [Duration], after which the standstill and voting restrictions expire.
5. Board Representation (if applicable)
[State any board seat(s) granted to Shareholder in connection with this Agreement, and related governance rights.]
6. Termination Events
This Agreement terminates early if [a third party commences a competing tender offer that Company's Board does not oppose, or another specified triggering event occurs].
Company: ______________________ Date: ____________ Shareholder: ______________________ Date: ____________
*This document is provided for informational and educational purposes only and does not constitute legal advice. Standstill agreements are commonly negotiated when settling a proxy fight or activist campaign — the exact ownership cap and duration (Sections 2 and 4) are the most heavily negotiated terms, since they directly determine how much influence the shareholder retains going forward.*
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What's included
- Edit online — click the document, fill in placeholders, download a PDF
- 6 standard sections: 1. Voting Agreement, 2. Standstill, 3. Permitted Actions, 4. Term, 5. Board Representation (if applicable), 6. Termination Events
- 5 clearly marked [placeholder] fields for quick personalizing
- Free to use — no account or signup required
- Fully editable — adjust any clause to match your actual situation
- Includes a signature block, ready to print or sign digitally
- Fixed docstoc.io footer on every PDF (not removable)
Who this template is for
Freelancers & solo founders
Handling routine business paperwork without commissioning custom legal drafting for every document.
Small businesses
Standardizing recurring documents — leases, agreements, notices — across a growing operation.
Anyone reviewing before signing
Using a clear starting structure to understand what a document should cover, even if a lawyer finalizes it.
Early-stage businesses
Getting the basics documented before things get more complex.
FAQ
Is this voting and standstill agreement template really free?
Yes — this Voting and Standstill Agreement template on docstoc is free to view, edit online, and download as a PDF with no account or signup required.
What does this voting and standstill agreement cover?
This business template includes 1. Voting Agreement, 2. Standstill, 3. Permitted Actions, 4. Term. Fill in the [bracketed] placeholders, edit any clause online, then download a PDF — the docstoc.io footer stays on every export.
Is this legal advice?
No. This is a general-purpose starting structure, not advice for your specific situation. Business agreements can hinge on details — state of formation, industry-specific regulation, how a dispute would actually play out — that a template can't account for. Have a business attorney review anything that involves real money or real risk before you rely on it.
Can I edit the wording?
Yes — edit directly on the page, adjust any section or clause, and re-fill the 5 placeholder fields to match your situation before downloading a PDF. It's a starting structure, not a rigid script.
Where can I find more free templates like this?
Browse more free business and related document templates in the docstoc library at /document-templates/.
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