# Shareholder agreements

`kaal:entity:shareholder-agreements`

**Status.** derived

This node is assembled mechanically from the 4 claims that carry the concept tag `shareholder-agreements`. 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

4 claims across 1 works, 2017 to 2017.

**2017**

- [3017612-001](https://wulfkaal.github.io/claims/3017612-001) [mechanism/evidenced] -- The 1991 passage of Section 7.32 of the Model Business Corporation Act triggered a wave of state authorization of shareholder control agreements, adopted specifically to secure the validity of such agreements rather than leaving validity to uncertain judicial development.
  > Since Section 7.32 of the Model Business Corporation Act (MBCA) was passed in 1991, most US states have authorized shareholder control agreements in an effort to support the validity of such agreements.
  Wulf A. Kaal, Shareholder Agreements - National Report of the United States of America (2017). SSRN: https://ssrn.com/abstract=3017612
- [3017612-003](https://wulfkaal.github.io/claims/3017612-003) [mechanism/evidenced] -- Although shareholder agreements are authorized and shaped by corporation code provisions, their construction is governed by ordinary contract interpretation rules, so statutory authorization does not displace contract doctrine.
  > While the agreements are governed by legislation, general rules applicable to contract interpretation govern the construction of shareholder agreements.
  Wulf A. Kaal, Shareholder Agreements - National Report of the United States of America (2017). SSRN: https://ssrn.com/abstract=3017612
- [3017612-004](https://wulfkaal.github.io/claims/3017612-004) [failure/argued] *(failure mode)* -- Shareholder agreement terms that limit board authority are vulnerable to invalidation, and the dominant judicial rationale is that such agreements tie the hands of directors and make it impossible for them to exercise discretion over the matters the agreement settles.
  > Courts offer varying rationales for nullifying terms of shareholder agreements that limit the board's authority, but most often, courts worry the agreements "tie the hands of the directors," making it impossible for them to exercise their discretion concerning matters decided in the agreement.
  Wulf A. Kaal, Shareholder Agreements - National Report of the United States of America (2017). SSRN: https://ssrn.com/abstract=3017612
- [3017612-014](https://wulfkaal.github.io/claims/3017612-014) [empirical/evidenced] -- Courts are split on whether a corporation is bound by a shareholder agreement it did not sign: some hold the corporation bound where all shareholders are parties to a valid agreement, while others refuse to bind it.
  > Additionally, if all shareholders of a corporation are parties to a valid agreement, courts have held the corporation bound by the agreement even if it is not formally a party to it.46 Other courts have not found the corporation to be bound.
  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/shareholder-agreements.md | sha256sum

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