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Voting Agreement (NVCA) review

NVCA-style voting agreement binding stockholders to vote for designated directors and drag-along sales.

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What it checks

Election of directors covenant

Voting agreement should bind stockholders to vote for the agreed board composition.

Critical · EQT-057

Drag-along covenant

Voting agreement typically carries the drag-along covenant requiring stockholders to support an approved sale.

Critical · EQT-058

Irrevocable proxy

Voting agreements typically grant an irrevocable proxy to back the voting covenant (DGCL § 212).

Warning · EQT-059

Successor / transferee covenant

Transferees of shares must agree to be bound by the voting agreement.

Warning · EQT-060

Specific performance / equitable remedies

Voting agreements should provide for specific performance / injunctive relief.

Critical · EQT-061

Termination on IPO / sale

Voting agreement should terminate on IPO or sale of the company.

Warning · EQT-062

Stock-power-of-attorney for drag-along

Drag-along enforcement is strengthened by a power-of-attorney in favor of the company / dragging party.

Note · EQT-063

Every run also applies 122 general checks that belong to any agreement: structure, parties and signatures, defined terms, cross-references, dates, amounts, and one-sided terms.

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How it works

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  2. Drop your PDF or DOCX, or paste the text. The document type is detected and only the checks that belong to it run, inside your browser tab.
  3. Get a Word report in which every finding quotes the clause and cites the rule and source behind it — one of 1,946 checks across 286 document types.
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