# kaal:claim:3017612-033

**Claim.** Shareholders frequently fail to place their agreements in the charter or bylaws, sometimes through ignorance or inadvertence and sometimes deliberately, because charters are public records and the parties prefer not to expose their arrangement to outsiders.

**Type.** empirical  **Support.** argued

**Holds when.**

- closely held corporations

**Source quote.**

> Still, shareholders often fail to include their shareholder agreements in the charter or bylaws—whether by ignorance or inadvertence.124 Sometimes this is intentional because charters are public records, and shareholders may not want their agreements open to outsiders.

**From.** Wulf A. Kaal, *Shareholder Agreements - National Report of the United States of America* (2017), IV.1 Legal Effects on the Corporation, page 16

**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

**Failure mode.** agreement-omitted-from-charter  (family: enforcement-gap)

**Topics.** governance-design

**Keywords.** charter-integration, confidentiality, public-records, drafting-failures

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