Section 75. (a) Every corporation may, subject to the provisions of section eight, authorize, at a meeting duly called for the purpose, by vote of two-thirds of the shares of each class of stock outstanding and entitled to vote thereon, the sale, lease or exchange of all or substantially all of its property and assets, including its goodwill, upon such terms and conditions as it deems expedient, except that the articles of organization of any corporation may provide that a vote of less than two-thirds but not less than a majority of the outstanding shares of each class of stock outstanding and entitled to vote thereon, shall be necessary for such authorization. Notice of the time, place and purposes of such meeting shall be given to each stockholder of record, whether or not entitled to vote thereat, in the manner provided in section thirty-six but at least twenty days prior to the date of such meeting.
(b) The authorization or consent of stockholders to the mortgage or pledge of, or granting of security interest in, property or assets of a corporation shall not be necessary except to the extent that the corporation's articles of organization otherwise provide.
Notes of Decisions
Cited in
6
cases, 1978–2007 · leading case:
O'Brien v. Pearson, 868 N.E.2d 118 (Mass. 2007).
O'Brien v. Pearson, 868 N.E.2d 118 (Mass. 2007).
“The judge also based his decision, in part, on Kevin O’Brien’s argument that the defendants committed a breach of their statutory duty under G. L. c. 156B, § 75, by selling Summerhill’s primary asset without the assent of two-thirds of each class of stock outstanding and…”
O'Brien v. Pearson, 851 N.E.2d 1093 (Mass. App. Ct. 2006).
· cites it 7× “See G. L. c. 156B, § 75, as amended by St. 1986, c.”
Pupecki v. James Madison Corp., 382 N.E.2d 1030 (Mass. 1978).
“The complaint asserted that these payments *217 to Fisher, although they were made in the guise of consideration for employment and noncompetition agreements between Fisher and the purchasers, were actually in consideration for the corporation’s assets, and were thus a diversion…”
Shear v. Gabovitch, 685 N.E.2d 1168 (Mass. App. Ct. 1997).
“They could not demand a statutory appraisal — it was the Shears, not the majority shareholders, who were proposing a sale of the hospital (see G. L. c. 156B, §§ 75 and 76). While the trustees could invoke the arbitration process set out in the stock restriction, and thereby…”
Drury v. Abdallah, 401 N.E.2d 154 (Mass. App. Ct. 1980).
“The articles and the provisions of G. L. c. 156B, § 75, conferred express authority for the transfer, and the plaintiffs’ argument that the transfer was an ultra vires transaction was properly rejected.”
Attorney Gen. v. Hahnemann Hosp., 494 N.E.2d 1011 (Mass. 1986).
“156B, § 9(f), to sell any or all of its assets is circumscribed by G. L. c. 156B, § 75 (1984 ed.), which specifies that such corporations may not sell “all or substantially all” their assets without a two-thirds vote of approval of each class of stock outstanding and entitled to…”
Annotations are extracted automatically from the opinions in the
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treatment. Dots show Syfertize treatment of the citing case itself.