Massachusetts General Laws

Mass. Gen. Laws ch. 156B, § 85 (2026)

Dissenting stockholder; right to demand payment for stock; exception

✓ current as of July 2026

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Section 85. A stockholder in any corporation organized under the laws of Massachusetts which shall have duly voted to consolidate or merge with another corporation or corporations under the provisions of sections seventy-eight or seventy-nine who objects to such consolidation or merger may demand payment for his stock from the resulting or surviving corporation and an appraisal in accordance with the provisions of sections eighty-six to ninety-eight, inclusive, and such stockholder and the resulting or surviving corporation shall have the rights and duties and follow the procedure set forth in those sections. This section shall not apply to the holders of any shares of stock of a constituent corporation surviving a merger if, as permitted by subsection (c) of section seventy-eight, the merger did not require for its approval a vote of the stockholders of the surviving corporation.

Notes of Decisions

Cited in 4 cases, 1979–2010 · leading case: Coggins v. New England Patriots Football Club, Inc., 492 N.E.2d 1112 (Mass. 1986).

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Coggins v. New England Patriots Football Club, Inc., 492 N.E.2d 1112 (Mass. 1986). “See Sarrouf, supra at 543; G. L. c. 156B, § 85 (1984 ed.). By motion after the publication of this decision, the interveners claim that only 71,000 of the 121,000 shares represented in the Pavlidis litigation were voted for the merger.”

Piemonte v. New Boston Garden Corp., 387 N.E.2d 1145 (Mass. 1979). “” G. L. c. 156B, § 85, as amended by St. 1969, c.”

Goode v. Ryan, 489 N.E.2d 1001 (Mass. 1986). “He did not exercise his right to obtain an appraisal of, and payment for, the Marr estate’s share in Gloucester pursuant to G. L. c. 156B, §§ 85, 86-98, based on the actions voted at the 1980 annual meeting.”

Ahern v. Wainwright Bank & Trust Co., 27 Mass. L. Rptr. 509 (Mass. Super. Ct. 2010). “6 It set forth the terms of the merger agreement, including those relating to employees and directors, and also notified shareholders of their statutory appraisal rights pursuant to G.L.c. 156B, §85. The proxy statement also disclosed the pendency of this action.”

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