Irrevocable Proxy Agreement

In some jurisdictions, irrevocable capable are recognized in different circumstances. For example, New York courts have confirmed such proxies if they are accompanied by an undertaking. They are also recognized when irrevocable power is given against credit or if the objective is to retain control of the company or to maintain a company policy. The agent represents the principle and his actions are carried out as acts of the client. However, in most proxy agreements, the client retains some form of control depending on the functioning of the agent and has the right to revoke the agent`s powers. The irrevocable power of attorney is illustrated in the case of detention. The company`s CEO and a majority shareholder of the company encouraged his son to become president and COO of the company. The father entrusted the son with a block of control shares in exchange for granting irrevocable voting power for life. Irrevocable full chains are generally based, as in ordinary plenipotentiaries, on a relationship of principal representatives, in which the agent agrees to act in the best interests of the contracting authority and agrees to act on behalf of the contracting authority. The agent shall be subject to the control of the contracting entity and the contracting authority undertakes to give representation rights to the holder. In that case, the representative shall be the authorised representative and shall act on behalf of the contracting authority. An irrevocable power is a kind of power that cannot be revoked for a certain period of time. Although most proxies are revocable, some can be made irrevocable by adding an express clause.

However, if the agent has a proprietary interest in the organization, his actions can have a great influence on the company`s decisions. This is the reason why the proxies issued to the agents involved in the organization are irrevocable. Otherwise, the powers are irrevocable even if the contracting authority expressly mentions them at the time of the power of attorney. Subsequently, a dispute arose over the composition of the board of directors and the validity of an option to repurchase the shares held by the son. In response, the son revoked his father`s power of attorney. When the case was brought before a Delaware court, the court decided that the agent was enforceable and the father`s interest in the stability of his position as CEO appeared to be an interest in supporting irrevocability under Delaware`s statute.