Massachusetts General Laws

Mass. Gen. Laws ch. 156, § 46 (2026)

Sale, lease or exchange of property and assets; remedy of dissenting stockholder

✓ current as of July 2026

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Section 46. A stockholder in any corporation which shall have duly voted to sell, lease or exchange all its property and assets or to change the nature of its business in accordance with section forty-two, who, at the meeting of stockholders, has voted against such action may, within thirty days after the date of said meeting, make a written demand upon the corporation for payment for his stock. If the corporation and the stockholder cannot agree upon the value of the stock at the date of such sale, lease, exchange or change, such value shall be ascertained by three disinterested persons, one of whom shall be named by the stockholder, another by the corporation and the third by the two thus chosen. The finding of the appraisers shall be final, and if their award is not paid by the corporation within thirty days after it is made, it may be recovered in contract by the stockholder from the corporation. Upon payment by the corporation to the stockholder of the agreed or awarded price of his stock, the stockholder shall forthwith transfer and assign the stock certificates held by him at, and in accordance with, the request of the corporation. The word ''sell'' as used in this section shall not include mortgage or pledge.

Notes of Decisions

Cited in 8 cases, 1927–2011 · leading case: Hastings Assocs., Inc. v. Local 369 Bldg. Fund, Inc., 675 N.E.2d 403 (Mass. App. Ct. 1997).

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Hastings Assocs., Inc. v. Local 369 Bldg. Fund, Inc., 675 N.E.2d 403 (Mass. App. Ct. 1997). “Section 46 provides, in pertinent part: “If the corporation and the stockholder cannot agree upon the value of the stock at the date of such sale, lease, exchange or change, such value shall be ascertained by three disinterested persons, one of whom shall be named by the…”

Piemonte v. New Boston Garden Corp., 387 N.E.2d 1145 (Mass. 1979). “See G. L. c. 156, § 46. 6 This argument also bears on the relative weight to be assigned to market value as against net asset value and earnings value, a subject we shall consider subsequently.”

Abbot v. Waltham Watch Co., 156 N.E. 897 (Mass. 1927). · cites it 2× “No assessment was imposed as a condition of receiving a share of the assets of the old company and no such condition under G. L. c. 156, § 46, could lawfully be made.”

Spenlinhauer v. Spencer Press, Inc., 959 N.E.2d 436 (Mass. App. Ct. 2011). “Contrast G. L. c. 156, § 46 (“value shall be ascertained by three disinterested persons, one of whom shall be named by the stockholder, another by the corporation and the third by the two thus chosen”).”

Cambridge Street Metal Co. v. Corrao, 566 N.E.2d 1145 (Mass. App. Ct. 1991). “Compare G. L. c. 156, § 46. The accountant also deducted from the excess of appraised value over carrying value the proceeds of life insurance on the life of Corrao.”

Simonds v. Guar. Bank & Trust Co., 492 F. Supp. 1079 (D. Mass. 1980). “2d 9 (1959) (though Mass.Gen.Laws ch. 156, § 46 provides that findings of appraisers as to value of dissenting shareholder’s stock shall be final, findings are subject to judicial review for errors of law).”

Martignette v. Sagamore Mfg. Co., 163 N.E.2d 9 (Mass. 1959). “This is Sagamore’s appeal from the final decree.”

Franks v. Franks Bros., 170 N.E. 810 (Mass. 1930). · cites it 5× “of stock, being two thirds of the stock issued and outstanding, Were voted in favor of the proposed amendment to the agreement of association and articles of incorporation of the defendant corporation; that one hundred shares owned by the plaintiff were voted against the…”

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