Massachusetts General Laws

Mass. Gen. Laws ch. 156B, § 41A (2026)

Agreements for voting shares

✓ current as of July 2026

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Section 41A. An agreement between two or more stockholders or between one or more stockholders and one or more other persons, if in writing and signed by the parties thereto, whether or not such parties include all of the stockholders of the corporation, may provide that the shares held by such stockholders shall be voted under procedures set forth in said agreement.

Notes of Decisions

Cited in 3 cases, 1997–2007 · leading case: Demoulas v. Demoulas Super Markets, Inc., 677 N.E.2d 159 (Mass. 1997).

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Demoulas v. Demoulas Super Markets, Inc., 677 N.E.2d 159 (Mass. 1997). “See G. L. c. 156B, § 41A. The defendants seek to draw an analogy to New York decisions upholding the validity of voting trust provisions that require arbitration of shareholder derivative suits.”

Thompson v. Daluise (In Re Wet-Jet Int'l, Inc.), 235 B.R. 142 (Bankr. D. Mass. 1999). “Massachusetts courts have recognized that the existence of a stockholder agreement impacts the heightened duty standard laid out in Donahue. See Blank, 649 N.”

Robertson v. Morgan, 22 Mass. L. Rptr. 721 (Mass. Super. Ct. 2007). · cites it 3× “Neither case precedent nor the relevant corporate law statutes, G.L.c. 156B, §41A and c. 156D, §7.30, explicitly require a business to be a close corporation for purposes of establishing voting trusts.”

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