kaal:claim:3017612-024

Transfer restrictions cannot be imposed on shareholders who did not consent: Delaware refuses to allow them unless the holders are parties to the agreement or voted for the restriction, and courts have refused to apply restrictions retroactively to nonconsenting shares.

Likewise, Delaware does not allow transfer restrictions "unless the holders of the securities are parties to an agreement or voted in favor of the restriction."78 Courts have also refused to allow transfer restrictions to be applied retroactively to nonconsenting shares.

Wulf A. Kaal, Shareholder Agreements - National Report of the United States of America (2017), III.2 Shareholders' Agreements on the (Limitation for the) Transfer of Shares, p. 12
https://ssrn.com/abstract=3017612 · source PDF

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

• Delaware and states following the same rule
• previously issued shares

conditionsupport: evidencedfailure: retroactive-restriction-on-nonconsenting-sharesfamily: token-transferability-defectinstitutional-design

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Attestation record: colloquium/attestations/03cecd3c98e4813f...json
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