VOTING TRUST AGREEMENTS

To the student who approaches the study of the law from the point of view of the legal philosophers-from Von Jhering to Pound-the detailed analysis of the law of private corporations in America will seem strange. Accustomed to think of law as a striving to maintain a balance such as the Poundian balance of social interests, he finds in the corporation law of the United States a co-existence of various systems without regard to the conflict of interests thereby created. Each state has its own rules of law and its own policies shaped by a medley of causes. Many states have neither statutes nor judicial decisions concerning important questions, such as the voting trust agreement; while the states that do have rules on the subject are in hopeless disagreement.

To the practicing attorney who comes to decide the question of law, the situation is most confusing and unfortunate. He prepares his contract in accordance with his particular hunch, and leaves it with a pious expectation that the highest court of his state will view it in the same light as he does. The numerous cases which have held voting trusts invalid, bear witness to the extreme fallibility of the lawyer's hunch.