# Charter amendment

`kaal:entity:charter-amendment`

**Status.** derived

This node is assembled mechanically from the 3 claims that carry the concept tag `charter-amendment`. It is a roster of what the corpus says under this term. It is **not** an adjudicated definition: no single statement here has been ruled canonical, and no first-appearance call has been made. Read the claims and judge for yourself.

## Every claim under this term

3 claims across 1 works, 2017 to 2017.

**2017**

- [3017612-034](https://wulfkaal.github.io/claims/3017612-034) [failure/evidenced] *(failure mode)* -- Absent explicit statutory authorization, many courts have refused to enforce veto provisions contained in shareholder agreements, which is why such provisions should be implemented through charter or bylaw amendment.
  > explicit statutory authorization, many courts have refused to enforce veto provisions in shareholders' agreements.
  Wulf A. Kaal, Shareholder Agreements - National Report of the United States of America (2017). SSRN: https://ssrn.com/abstract=3017612
- [3017612-035](https://wulfkaal.github.io/claims/3017612-035) [condition/asserted] -- States lacking specific authorization for shareholder control agreements generally still permit departure from the default rule of director control if the departure is set forth in the corporation's charter or bylaws.
  > States that do not specifically authorize shareholder control agreements usually contain a statute allowing parties to make exceptions from the default rule of director control by making providing for it in the corporation's charter or bylaws.
  Wulf A. Kaal, Shareholder Agreements - National Report of the United States of America (2017). SSRN: https://ssrn.com/abstract=3017612
- [3017612-036](https://wulfkaal.github.io/claims/3017612-036) [normative/argued] -- Even though New York decisions such as Adler v. Svingos suggest veto arrangements outside the charter will be specifically enforced, the better practice remains to amend the charter to insert them.
  > While shareholders of New York close corporations may be able to set up veto provisions without amending the corporation's charter, the better practice is to amend the charter to insert such arrangements.
  Wulf A. Kaal, Shareholder Agreements - National Report of the United States of America (2017). SSRN: https://ssrn.com/abstract=3017612

## Verify

Every claim above resolves to a record carrying a verbatim source quote, the sha256 of the source PDF, and a preformatted citation. Nothing here asks to be taken on trust.

    curl -s https://wulfkaal.github.io/entities/charter-amendment.md | sha256sum

**Canonical form.** This markdown file is the canonical hashed representation of this entity node. Its sha256 is the content hash.