# kaal:claim:3017612-014

**Claim.** Courts are split on whether a corporation is bound by a shareholder agreement it did not sign: some hold the corporation bound where all shareholders are parties to a valid agreement, while others refuse to bind it.

**Type.** empirical  **Support.** evidenced

**Holds when.**

- all shareholders are parties to the agreement
- corporation is not formally a party

**Source quote.**

> Additionally, if all shareholders of a corporation are parties to a valid agreement, courts have held the corporation bound by the agreement even if it is not formally a party to it.46 Other courts have not found the corporation to be bound.

**From.** Wulf A. Kaal, *Shareholder Agreements - National Report of the United States of America* (2017), III.1 Shareholders' Agreements on Shareholder Rights, page 8

**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.** corporate-governance

**Keywords.** corporate-bindingness, non-signatory, judicial-split, shareholder-agreements

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