# kaal:claim:3017612-031

**Claim.** Where a shareholder agreement is folded into the charter or bylaws, it thereby becomes subject to whatever amendment procedure those documents or the statute provide, so charter integration exposes the arrangement to later modification.

**Type.** mechanism  **Support.** asserted

**Holds when.**

- agreement incorporated into charter or bylaws rather than free standing

**Source quote.**

> Because shareholder agreements are often designed to avoid corporate formalities such as majority rule, "it is not unreasonable to require that the degree of deviation intended be explicitly set out.

**From.** Wulf A. Kaal, *Shareholder Agreements - National Report of the United States of America* (2017), IV.1 Legal Effects on the Corporation, page 15

**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.** governance-design, reputation, risk-and-incentives

**Keywords.** charter-integration, amendment, free-standing-agreements, governance-risk

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