# Transfer restrictions

`kaal:entity:transfer-restrictions`

**Status.** derived

This node is assembled mechanically from the 2 claims that carry the concept tag `transfer-restrictions`. 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**

- [3017612-023](https://wulfkaal.github.io/claims/3017612-023) [condition/evidenced] -- US law gives corporate participants wide latitude to restrict share transfers, and such restrictions are usually upheld unless their terms are unreasonable in the circumstances.
  > US law gives considerable latitude to corporate participants when imposing share transfer restrictions, as restrictions will usually be sustained unless the terms are unreasonable under the circumstances.
  Wulf A. Kaal, Shareholder Agreements - National Report of the United States of America (2017). SSRN: https://ssrn.com/abstract=3017612
- [3017612-024](https://wulfkaal.github.io/claims/3017612-024) [condition/evidenced] *(failure mode)* -- Transfer restrictions cannot be imposed on shareholders who did not consent: Delaware refuses to allow them unless the holders are parties to the agreement or voted for the restriction, and courts have refused to apply restrictions retroactively to nonconsenting shares.
  > Likewise, Delaware does not allow transfer restrictions "unless the holders of the securities are parties to an agreement or voted in favor of the restriction."78 Courts have also refused to allow transfer restrictions to be applied retroactively to nonconsenting shares.
  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/transfer-restrictions.md | sha256sum

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