Massachusetts General Laws

Mass. Gen. Laws ch. 156B, § 46 (2026)

Stockholder's action; qualifications of plaintiff

✓ current as of July 2026

Find cases: SyfertCases citing this section MAmalegislature.gov (official) JustiaChapter on Justia CornellLII Search CasesGoogle Scholar

Section 46. No stockholder shall institute or maintain any suit or proceeding in the right of the corporation against stockholders, directors or officers of the corporation as such, based on liability under this chapter or otherwise with respect to any alleged act or default of such stockholders, directors or officers unless the stockholder owned stock in the corporation at the time of the act or default complained of or his stock devolved upon him thereafter by operation of law from one who was a stockholder at such time.

Notes of Decisions

Cited in 4 cases, 1994–2010 · leading case: King v. Driscoll, 638 N.E.2d 488 (Mass. 1994).

Sort: Relevance Newest Treatment

King v. Driscoll, 638 N.E.2d 488 (Mass. 1994). “The fact that participation in a derivative suit is a right of a shareholder employee conferred by G. L. c. 156B, § 46, also does not change our conclusion.”

Fronk v. Fowler, 923 N.E.2d 503 (Mass. 2010). “441, 447 (1997), citing G. L. c. 156B, § 46. Thus, “a limited partnership is an entity in whose ‘right,’ and for whose benefit an action may be maintained.”

Sellig v. Visiting Nurse & Cmty. Health, Inc., 10 Mass. L. Rptr. 231 (Mass. Super. Ct. 1999). “Although such actions are specifically authorized by G.L.c. 156B, §46, “it is not necessarily true that the existence of a statute relating to a particular matter is by itself a pronouncement of public policy that will protect, in every instance, an employee from termination.”

Marx v. Globe Newspaper Co., 15 Mass. L. Rptr. 400 (Mass. Super. Ct. 2002). “The Court recognized that a Massachusetts statute, G.L.c. 156B, §46, conferred on the plaintiff the right to participate in a derivative suit.”

Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.