Majority Shareholders’ Recapitalization Violated Unanimous-Consent Requirement in Shareholders Agreement Unlike the Chen case, in Salansky v Empric, 2022 NY Slip Op 04844 [App Div 4th Dept Aug. 4, 2022], there was no ambiguity in Section 4 of the shareholders agreement explicitly requiring unanimous shareholder consent to any amendment of the corporation’s certificate of incorporation, which originally authorized 200 capital shares of which 100 were issued. [read post]