Alder, Svingos, and Shaw owned an equal number of shares in a corporation that was organized to run a restaurant. They entered into a shareholders’ agreement that provided, among other things, that...

Alder, Svingos, and Shaw owned an equal number of shares in a corporation that was organized to run a restaurant. They entered into a shareholders’ agreement that provided, among other things, that all corporate changes, including changes in the corporate structure, would have to be approved by a unanimous vote of the shareholders. When Alder and Shaw tried to sell the business, Svingos alleged that this sale would violate the shareholders’ agreement. Shaw and Alder argued that the pertinent provision was void because it should have been contained in the articles of incorporation, not in the shareholders’ agreement. Was the shareholders’ agreement enforceable in this case?