# Statutory authorization

`kaal:entity:statutory-authorization`

**Status.** derived

This node is assembled mechanically from the 2 claims that carry the concept tag `statutory-authorization`. 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

2 claims across 1 works, 2017 to 2017.

**2017**

- [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
- [3017612-009](https://wulfkaal.github.io/claims/3017612-009) [condition/evidenced] *(failure mode)* -- MBCA Section 7.32 requires unanimity, so agreements that bind only a block of shareholders rather than all of them cannot rely on that section and must find authorization elsewhere.
  > Most importantly the agreement must be unanimous, so that agreements that do not involve all shareholders, such as agreements designed to keep control within a block, must look elsewhere for their authorization.
  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/statutory-authorization.md | sha256sum

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