Massachusetts General Laws

Mass. Gen. Laws ch. 156B, § 92 (2026)

Decree determining value and ordering payment; valuation date

✓ current as of July 2026

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Section 92. After hearing the court shall enter a decree determining the fair value of the stock of those stockholders who have become entitled to the valuation of and payment for their shares, and shall order the corporation to make payment of such value, together with interest, if any, as hereinafter provided, to the stockholders entitled thereto upon the transfer by them to the corporation of the certificates representing such stock if certificated or, if uncertificated, upon receipt of an instruction transferring such stock to the corporation. For this purpose, the value of the shares shall be determined as of the day preceding the date of the vote approving the proposed corporate action and shall be exclusive of any element of value arising from the expectation or accomplishment of the proposed corporate action.

Notes of Decisions

Cited in 5 cases, 1979–2005 · leading case: Piemonte v. New Boston Garden Corp., 387 N.E.2d 1145 (Mass. 1979).

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Piemonte v. New Boston Garden Corp., 387 N.E.2d 1145 (Mass. 1979). · cites it 4× “” 2 G. L. c. 156B, § 92, inserted by *722 St.”

Sarrouf v. New England Patriots Football Club, Inc., 492 N.E.2d 1122 (Mass. 1986). · cites it 2× “” G. L. c. 156B, § 92. The defendant interprets the decision of the trial judge as giving effect to the ultimate result of the merger, that is, sole ownership of the Patriots by Sullivan.”

BNE Massachusetts Corp. v. Sims, 588 N.E.2d 14 (Mass. App. Ct. 1992). · cites it 2× “This action was brought by Conifer 3 against the defendants on December 19, 1984, solely to determine, under G. L. c. 156B, § 92, which we set out in the margin, 4 the *192 “fair value” of the stock of the dissenters in Charterbank as of the date preceding the vote of the…”

Tierney v. John Hancock Mut. Life Ins., 791 N.E.2d 925 (Mass. App. Ct. 2003). “This created what the plaintiffs have called a “market discount” of their interests, which, they assert, could be remedied by establishing the company’s value by means of an appraisal. 8 Analogizing themselves to dissenting stockholders of a company being acquired, the…”

Scott v. Boston Hous. Auth., 835 N.E.2d 278 (Mass. App. Ct. 2005). “542, 551 (1986) (construing G. L. c. 156B, §§ 92 and 95). While compounding interest may effectuate the “legislative purpose that each employee be free from discrimination in employment practices,” School Comm.”

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