# kaal:claim:3017612-007

**Claim.** Because public and close corporation shareholders differ materially in bargaining power, close corporation shareholders should be granted greater flexibility to order their affairs by agreement.

**Type.** normative  **Support.** argued

**Holds when.**

- closely held corporations

**Source quote.**

> Courts and academics have acknowledged there is a significant difference between shareholders of public and close corporations, specifically in regards to bargaining power, such that close corporation shareholders should have greater flexibility to align their affairs as they see fit.

**From.** Wulf A. Kaal, *Shareholder Agreements - National Report of the United States of America* (2017), II. Regulation of Shareholders' Agreements, page 4

**Cite as.** Wulf A. Kaal, Shareholder Agreements - National Report of the United States of America (2017). SSRN: https://ssrn.com/abstract=3017612

**Verify.** sha256 of source PDF `33821db406f92efbe1698fbaed37687595c13b7ce5463b4a879df679fd4af1ac` at https://raw.githubusercontent.com/wulfkaal/Academic-Papers/main/papers/pdf/Kaal%20-%202017%20-%20Shareholder%20Agreements%20-%20National%20Report%20of%20the%20United%20States%20of%20America.pdf

**Topics.** risk-and-incentives, corporate-governance

**Keywords.** close-corporations, bargaining-power, private-ordering, shareholder-flexibility

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