Voting Exemption for Golden Parachutes - Risk Minimization?

[holdco]

Hello, everyone

A question for you all. Under IRC 280G, the shareholders of a privately held company can agree to exempt a private company's payments from the 280G golden parachute provisions, and also avoid the gross-up (which is provided for in the company's current golden parachute provisions). The company is contemplating sale, and wants to ease its own financial burdens, such as the gross-up. The golden parachute payment must be approved by more than 75% of the company's owners in order for it to be exempt from 280G. However, if the payment is not approved, the payee gets nothing, and thus surely won't waive any contractual right to payment prior to the vote in such a case.

Does anyone know of any risk minimization strategy (or any authoritative pronouncements or discussion on the subject) in such a case that could ensure (or maximize) passage of the vote? Perhaps a voting trust of some kind? I feel this might run into a substance over form problem, since the approval vote has to be a voluntary decision of the shareholders.

Any thoughts you have would be much appreciated. Thanks!