The extreme case of this would be Poison Pills, so if that's allowed then I suspect you can contract for this as well.

Having said that this is the type of thing that is likely to get dragged in front of a judge, so the more foolproof way would be to retain 51% control or dual-class shares. Once you give up majority control to third parties, you can't really prevent everyone else ganging up on you and outvoting you.

> Can this ever work? The PR group can control the 2% without nominally owning it.

Yes. In tight-control transactions, there are a number of mechanisms.

Off the top of my head: specifying Board seats in the charter and requiring a supermajority or unanimity to change that. Voting rights agreements that delegate 51% of votes to one party. Turning all shares but two into non-voting shares, the two having 51% and 49% of the votes. Making transferred shares convert to non-voting. Transfer approvals.

They don’t need to own the shares, they just need the shares to vote their way.

It can work. The contract can specify controlling instead of owning 51%.

And then you can have a fun lawsuit. Did the group persuade the 2% to vote their way or did they pay to control that 2%'s votes.

It's probably securities fraud.

I think Beneficial Ownership bans this now and make it a criminal thing if you have control over an entity (regardless of ownership) and you don't declare that.

You can write all kinds of things in the articles of association/incorporation of a company. There's certain legal requirements but you can set up how the control of it works in many different ways to suit the purposes of the company or the desires of the founder/board. It's just a case of whether any investors will be happy to go along with what you're offering them inside those rules, since usually some degree of formal influence is expected (but not always, see how the tech giants are all generally quite immune from hostile takeover).