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Pooling Agreement
I need a pooling agreement for a group of shareholders who wish to combine their voting power to influence corporate decisions. The agreement should outline the terms of voting, duration of the agreement, and mechanisms for resolving disputes among the parties involved.
What is a Pooling Agreement?
A Pooling Agreement lets multiple shareholders combine their voting rights and act as one unified block in Danish companies. These agreements help shareholders coordinate their influence over major company decisions, from board appointments to strategic changes, while staying within Danish corporate law requirements.
Under Danish regulations, pooling agreements must be reported to the company's management and noted in shareholder records when they control significant voting power. They're particularly common in family businesses and medium-sized enterprises where groups of investors want to maintain consistent voting positions while protecting their collective interests.
When should you use a Pooling Agreement?
Consider a Pooling Agreement when your group of shareholders needs a stronger voice in company decisions. This tool proves especially valuable in Danish companies where minority shareholders want to secure meaningful influence over board elections, strategic decisions, or management changes. It's particularly useful when facing potential hostile takeovers or when family-owned businesses need to maintain unified control.
The agreement becomes essential during major corporate transitions, like mergers or restructuring, where coordinated voting power can protect shared interests. Danish law requires disclosure of such agreements when they affect significant voting rights, making them an important tool for transparent corporate governance while maintaining strategic voting alignment.
What are the different types of Pooling Agreement?
- Basic Voting Pooling: Standard agreements that coordinate shareholder votes on routine matters like board elections and dividend policies
- Strategic Control Pooling: More comprehensive agreements designed for maintaining family or founder control, often including detailed succession planning
- Defensive Pooling: Agreements specifically structured to protect against hostile takeovers or unwanted corporate changes
- Time-Limited Pooling: Temporary agreements tied to specific events or transitions, like mergers or restructuring periods
- Weighted Pooling: Arrangements where voting power within the pool is distributed based on ownership percentages or negotiated terms
Who should typically use a Pooling Agreement?
- Minority Shareholders: Often initiate Pooling Agreements to gain stronger voting influence by combining their rights with other shareholders
- Family Business Owners: Use these agreements to maintain unified control and ensure coordinated decision-making across generations
- Corporate Lawyers: Draft and structure the agreements to comply with Danish company law and protect all parties' interests
- Board of Directors: Must be notified of significant pooling arrangements and consider their impact on corporate governance
- Investment Groups: Implement pooling strategies to maximize their collective influence in portfolio companies
How do you write a Pooling Agreement?
- Shareholder Details: Gather complete information about all participating shareholders, including ownership percentages and voting rights
- Voting Scope: Define which corporate decisions will be covered by the pooling arrangement
- Duration Terms: Determine the agreement's timeframe and any specific conditions for termination
- Decision Process: Establish how the pool will reach internal voting decisions and handle disagreements
- Legal Compliance: Ensure alignment with Danish corporate law requirements for disclosure and registration
- Documentation: Our platform generates compliant Pooling Agreements tailored to Danish law, incorporating all these elements automatically
What should be included in a Pooling Agreement?
- Party Identification: Full details of all participating shareholders and their current voting rights
- Voting Mechanics: Clear procedures for how pooled votes will be exercised and decisions made within the pool
- Scope Definition: Specific corporate matters covered by the pooling arrangement
- Duration Clause: Term of the agreement and conditions for termination or extension
- Disclosure Requirements: Provisions for notifying company management and updating shareholder records
- Dispute Resolution: Procedures for handling disagreements between pool members under Danish law
- Compliance Statement: Confirmation of adherence to Danish corporate governance requirements
What's the difference between a Pooling Agreement and a Consortium Agreement?
A Pooling Agreement differs significantly from a Consortium Agreement in both scope and purpose, though both involve multiple parties working together. While Pooling Agreements focus specifically on coordinating shareholder voting rights within a single company, Consortium Agreements establish broader business collaborations between independent organizations.
- Purpose and Scope: Pooling Agreements solely manage voting rights coordination, while Consortium Agreements cover joint business ventures, project execution, and resource sharing
- Duration: Pooling Agreements typically last until specific corporate governance goals are met, whereas Consortium Agreements often align with project timelines or business objectives
- Legal Structure: Pooling Agreements operate within existing corporate structures, while Consortium Agreements may create new legal entities or joint operational frameworks
- Reporting Requirements: Under Danish law, Pooling Agreements must be disclosed to company management, but Consortium Agreements may have different regulatory obligations depending on industry and scale
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