# Charter integration

`kaal:entity:charter-integration`

**Status.** derived

This node is assembled mechanically from the 3 claims that carry the concept tag `charter-integration`. 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**

- [3017612-010](https://wulfkaal.github.io/claims/3017612-010) [definitional/evidenced] -- MBCA Section 7.32 requires a writing but, departing from earlier statutes, does not require the agreement to sit in the articles or bylaws, so stand alone written shareholder agreements are expressly valid.
  > The agreement must be in writing, but unlike some earlier statutes, the written agreement does not have to be in the articles or bylaws—stand-alone written agreements are specifically allowed.
  Wulf A. Kaal, Shareholder Agreements - National Report of the United States of America (2017). SSRN: https://ssrn.com/abstract=3017612
- [3017612-031](https://wulfkaal.github.io/claims/3017612-031) [mechanism/asserted] -- 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.
  > 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.
  Wulf A. Kaal, Shareholder Agreements - National Report of the United States of America (2017). SSRN: https://ssrn.com/abstract=3017612
- [3017612-033](https://wulfkaal.github.io/claims/3017612-033) [empirical/argued] *(failure mode)* -- 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.
  > 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.
  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-integration.md | sha256sum

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