Corporate Appraisal and Dissenters'-Rights Procedure in Massachusetts

At a glance

Requirements one by one

Governing law and triggers

Part 13 of chapter 156D includes both record and beneficial shareholders and extends the corporation definition to a merger survivor for the later procedural provisions. Section 13.01.

Section 13.02(a) covers qualifying mergers and exchanges, specified sales or exchanges, materially adverse share-right amendments, and nonprofit or other- entity conversions. The amendment grounds include distribution preferences, conversion/redemption rights, preemptive rights, voting/cumulative-voting rights, and a cash-acquired fractional share, with the stated exceptions.

The transfer-restriction trigger is broader than a charter amendment: current § 13.02(a)(5) also reaches bylaws and a corporate agreement to which the shareholder is not a party that adds restrictions or materially worsens existing restrictions. Governing records can separately add appraisal for a shareholder-voted action under § 13.02(a)(6).

Market and consideration exceptions

For a merger, the statutory exception combines qualifying consideration with limits on a director's, officer's, or controlling shareholder's material financial interest. The cash branch currently says amounts equal to those on dissolution. The marketable branch applies to holders already holding marketable shares and qualifying survivor securities and/or cash. The share- exchange exception requires both sides' securities to be marketable and the specified insider-interest condition. Section 13.02(a)(1)-(2).

Marketable securities require at least 1,000 holders plus the specified exchange or quotation-system route. The regional/other-trading route also requires at least 250,000 outstanding shares, excluding officers, directors, and affiliates, with at least $5 million market value. Section 13.01.

The sale/exchange exclusions separately address a redemption-price cap, court order, and a qualifying dissolution-conditioned distribution within one year, including the insider-interest restrictions. These are conditions to verify, not a conclusion about a particular transaction. Section 13.02(a)(3).

Ownership and share scope

For mergers, exchanges, asset sales, and the specified conversions, a holder ordinarily must seek appraisal for all shares of whatever class or series. For adverse amendments or restrictions, all affected shares must be included; an articles/bylaws amendment also requires no favorable vote of any shares. The record-nominee exception uses the separately stated class/series and owner-disclosure conditions. Sections 13.02(b)-(c) and 13.03.

A beneficial holder proceeding directly submits the record holder's written consent by the form deadline and includes all beneficially owned shares of the class or series. Section 13.03(b). Acquisition-date certification affects the later payment route; it is not an across-the-board continuous-holding requirement in these sections.

Notices and preservation

Meeting notices and consent solicitations state the corporation's conclusion that rights are, are not, or may be available and warn about written intent before the vote and no favorable vote. Where rights are or may be available, Part 13 accompanies the meeting notice. A subsidiary-merger parent gives the required post-effective notice within 10 days, with the appraisal materials. Section 13.20.

The meeting rule requires written intent before the vote and no favorable vote of the class or series. Section 13.21. Written consent requires reading the solicitation warning in § 13.20 together with § 13.22(a), which expressly sends the form to nonconsenting holders. Current § 7.04(d) separately requires covered nonvoter/nonconsenter notice at least seven days before action.

The post-effective form

The corporation sends notice from effectiveness through day 10. It supplies announcement-date ownership and nonvote certifications, its estimate, demand and deposit instructions, response and withdrawal dates, and a chapter copy. The corporation sets a form-receipt date 40 to 60 days after sending. Section 13.22.

The holder executes and returns the form and deposits certificated shares under the notice. The notice's certificate date cannot precede the form date; § 13.23 separately requires timely deposit and return under the notice. Failure to certify acquisition date permits after-acquired treatment. Once certificates are deposited, or uncertificated-share forms returned, ordinary shareholder rights cease unless withdrawal occurs. Sections 13.22(b)(2)(i) and 13.23.

Payments and objections

Within 30 days after the form is due, ordinary cash payment equals the corporation's estimate plus interest. It includes the specified financials, an estimate no lower than the notice estimate, and the supplemental-demand warning. Section 13.24.

The corporation may withhold this advance where pre-announcement beneficial ownership was not certified. It then sends the required offer notice within 30 days after the form deadline. Express acceptance is due within 30 days of receipt and leads to payment within 10 days; deemed acceptance leads to payment within 40 days after the offer notice is sent. Section 13.25.

Dissatisfied holders must write their own estimate and demand payment plus interest, less previous payment where applicable, within 30 days after receiving the payment or offer. Otherwise the paid or offered amount controls. Section 13.26.

Withdrawal and termination

The notice sets a withdrawal date within 20 days after the form deadline. A holder can withdraw by written notice by that date; later withdrawal needs corporate written consent. Abandonment, rescission, or a permanent injunction also ends the right. Sections 13.22(b)(2)(v), 13.23(b), and 13.02(d).

Court and expenses

An unsettled supplemental demand starts the corporation's 60-day period to bring an equitable proceeding. Missing it requires payment of the holder's demand plus interest. Venue is the appropriate court in the principal-office county, or registered-office county if none, with the foreign-survivor fallback stated in § 13.30(b).

All unsettled holders are parties. Jurisdiction is exclusive and plenary; court-appointed appraisers can receive evidence and recommend a decision, and ordinary civil discovery applies. Section 13.30(c)-(e).

Costs ordinarily fall on the corporation, subject to the stated holder- misconduct exception. Fees can shift for corporate noncompliance or either side's arbitrary, vexatious, or bad-faith conduct. Substantial-benefit counsel fees can come from benefiting holders' awards. Section 13.31(a)-(c).

Value and other claims

Fair value is measured immediately before effectiveness, excluding value from expectation or accomplishment of the action unless exclusion would be inequitable. Interest runs from effectiveness through payment at the stated principal-bank-loan or equitable rate. Section 13.01. Section 13.02(e) preserves a challenge only under its unlawful-or-fraudulent exception; this page does not decide other claims or value a holding.

What trips people up

H.3323 remains a proposal. Its sections 70–72 would revise the marketable- securities definition, merger/exchange exclusions, cash comparison and parent- security treatment, asset-disposition scope, transfer-restriction trigger, domestication rights, and conversion/all-shares references. Section 22 would replace covered seven-day advance consent notice with notice within seven days after sufficient consents and remove notice as an effectiveness delay. The current official history still ends with the July 21, 2025 order to a third reading; the table above applies the current compiled statute.

Common questions

Can a holder request participation counts? The corporation must provide the number of timely returning holders and their total shares within 10 days after the form deadline if requested in writing. Section 13.22(b)(2)(iv).

Is a direct suit available for an unpaid required amount? Section 13.31(d) provides that route and recovery of costs and expenses, including counsel fees, to the extent successful. It is separate from valuing an unsettled claim.

Statutes and sources

• Mass. Gen. Laws ch. 156D, § 13.01 — official text (accessed September 5, 2026).

In this PART the following words shall have the following meanings unless the context requires otherwise:

''Affiliate'', any person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control of or with another person.

''Beneficial shareholder'', the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.

''Corporation'', the issuer of the shares held by a shareholder demanding appraisal and, for matters covered in sections 13.22 to 13.31, inclusive, includes the surviving entity in a merger.

''Fair value'', with respect to shares being appraised, the value of the shares immediately before the effective date of the corporate action to which the shareholder demanding appraisal objects, excluding any element of value arising from the expectation or accomplishment of the proposed corporate action unless exclusion would be inequitable.

''Interest'', interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances.

''Marketable securities'', securities held of record by, or by financial intermediaries or depositories on behalf of, at least 1,000 persons and which were

(a) listed on a national securities exchange,

(b) designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc., or

(c) listed on a regional securities exchange or traded in an interdealer quotation system or other trading system and had at least 250,000 outstanding shares, exclusive of shares held by officers, directors and affiliates, which have a market value of at least $5,000,000.

''Officer'', the chief executive officer, president, chief operating officer, chief financial officer, and any vice president in charge of a principal business unit or function of the issuer.

''Person'', any individual, corporation, partnership, unincorporated association or other entity.

''Record shareholder'', the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

''Shareholder'', the record shareholder or the beneficial shareholder.

• Mass. Gen. Laws ch. 156D, § 13.02 — official text (accessed September 5, 2026).

(a) A shareholder is entitled to appraisal rights, and obtain payment of the fair value of his shares in the event of, any of the following corporate or other actions:

(1) consummation of a plan of merger to which the corporation is a party if shareholder approval is required for the merger by section 11.04 or the articles of organization or if the corporation is a subsidiary that is merged with its parent under section 11.05, unless, in either case, (A) all shareholders are to receive only cash for their shares in amounts equal to what they would receive upon a dissolution of the corporation or, in the case of shareholders already holding marketable securities in the merging corporation, only marketable securities of the surviving corporation and/or cash and (B) no director, officer or controlling shareholder has a direct or indirect material financial interest in the merger other than in his capacity as (i) a shareholder of the corporation, (ii) a director, officer, employee or consultant of either the merging or the surviving corporation or of any affiliate of the surviving corporation if his financial interest is pursuant to bona fide arrangements with either corporation or any such affiliate, or (iii) in any other capacity so long as the shareholder owns not more than five percent of the voting shares of all classes and series of the corporation in the aggregate;

(2) consummation of a plan of share exchange in which his shares are included unless: (A) both his existing shares and the shares, obligations or other securities to be acquired are marketable securities; and (B) no director, officer or controlling shareholder has a direct or indirect material financial interest in the share exchange other than in his capacity as (i) a shareholder of the corporation whose shares are to be exchanged, (ii) a director, officer, employee or consultant of either the corporation whose shares are to be exchanged or the acquiring corporation or of any affiliate of the acquiring corporation if his financial interest is pursuant to bona fide arrangements with either corporation or any such affiliate, or (iii) in any other capacity so long as the shareholder owns not more than five percent of the voting shares of all classes and series of the corporation whose shares are to be exchanged in the aggregate;

(3) consummation of a sale or exchange of all, or substantially all, of the property of the corporation if the sale or exchange is subject to section 12.02, or a sale or exchange of all, or substantially all, of the property of a corporation in dissolution, unless:

(i) his shares are then redeemable by the corporation at a price not greater than the cash to be received in exchange for his shares; or

(ii) the sale or exchange is pursuant to court order; or

(iii) in the case of a sale or exchange of all or substantially all the property of the corporation subject to section 12.02, approval of shareholders for the sale or exchange is conditioned upon the dissolution of the corporation and the distribution in cash or, if his shares are marketable securities, in marketable securities and/or cash, of substantially all of its net assets, in excess of a reasonable amount reserved to meet unknown claims under section 14.07, to the shareholders in accordance with their respective interests within one year after the sale or exchange and no director, officer or controlling shareholder has a direct or indirect material financial interest in the sale or exchange other than in his capacity as (i) a shareholder of the corporation, (ii) a director, officer, employee or consultant of either the corporation or the acquiring corporation or of any affiliate of the acquiring corporation if his financial interest is pursuant to bona fide arrangements with either corporation or any such affiliate, or (iii) in any other capacity so long as the shareholder owns not more than five percent of the voting shares of all classes and series of the corporation in the aggregate;

(4) an amendment of the articles of organization that materially and adversely affects rights in respect of a shareholder's shares because it:

(i) creates, alters or abolishes the stated rights or preferences of the shares with respect to distributions or to dissolution, including making non-cumulative in whole or in part a dividend theretofore stated as cumulative;

(ii) creates, alters or abolishes a stated right in respect of conversion or redemption, including any provision relating to any sinking fund or purchase, of the shares;

(iii) alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities;

(iv) excludes or limits the right of the holder of the shares to vote on any matter, or to cumulate votes, except as such right may be limited by voting rights given to new shares then being authorized of an existing or new class; or

(v) reduces the number of shares owned by the shareholder to a fraction of a share if the fractional share so created is to be acquired for cash under section 6.04;

(5) an amendment of the articles of organization or of the bylaws or the entering into by the corporation of any agreement to which the shareholder is not a party that adds restrictions on the transfer or registration or any outstanding shares held by the shareholder or amends any pre-existing restrictions on the transfer or registration of his shares in a manner which is materially adverse to the ability of the shareholder to transfer his shares;

(6) any corporate action taken pursuant to a shareholder vote to the extent the articles of organization, bylaws or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to appraisal;

(7) consummation of a conversion of the corporation to nonprofit status pursuant to subdivision B of PART 9; or

(8) consummation of a conversion of the corporation into a form of other entity pursuant to subdivision D of PART 9.

(b) Except as otherwise provided in subsection (a) of section 13.03, in the event of corporate action specified in clauses (1), (2), (3), (7) or (8) of subsection (a), a shareholder may assert appraisal rights only if he seeks them with respect to all of his shares of whatever class or series.

(c) Except as otherwise provided in subsection (a) of section 13.03, in the event of an amendment to the articles of organization specified in clause (4) of subsection (a) or in the event of an amendment of the articles of organization or the bylaws or an agreement to which the shareholder is not a party specified in clause (5) of subsection (a), a shareholder may assert appraisal rights with respect to those shares adversely affected by the amendment or agreement only if he seeks them as to all of such shares and, in the case of an amendment to the articles of organization or the bylaws, has not voted any of his shares of any class or series in favor of the proposed amendment.

(d) The shareholder's right to obtain payment of the fair value of his shares shall terminate upon the occurrence of any of the following events:

(i) the proposed action is abandoned or rescinded; or

(ii) a court having jurisdiction permanently enjoins or sets aside the action; or

(iii) the shareholder's demand for payment is withdrawn with the written consent of the corporation.

(e) A shareholder entitled to appraisal rights under this chapter may not challenge the action creating his entitlement unless the action is unlawful or fraudulent with respect to the shareholder or the corporation.

• Mass. Gen. Laws ch. 156D, § 13.03 — official text (accessed September 5, 2026).

(a) A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder and notifies the corporation in writing of the name and address of each beneficial shareholder on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder's name under this subsection shall be determined as if the shares as to which the record shareholder objects and the record shareholder's other shares were registered in the names of different record shareholders.

(b) A beneficial shareholder may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if such shareholder:

(1) submits to the corporation the record shareholder's written consent to the assertion of such rights no later than the date referred to in subclause (ii) of clause (2) of subsection (b) of section 13.22; and

(2) does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder.

• Mass. Gen. Laws ch. 156D, § 13.20 — official text (accessed September 5, 2026).

(a) If proposed corporate action described in subsection (a) of section 13.02 is to be submitted to a vote at a shareholders' meeting or through the solicitation of written consents, the meeting notice or solicitation of consents shall state that the corporation has concluded that shareholders are, are not or may be entitled to assert appraisal rights under this Part and refer to the necessity of the shareholder delivering, before the vote is taken, written notice of his intent to demand payment and to the requirement that he not vote his shares in favor of the proposed action. If the corporation concludes that appraisal rights are or may be available, a copy of this Part shall accompany the meeting notice sent to those record shareholders entitled to exercise appraisal rights.

(b) In a merger pursuant to section 11.05, the parent corporation shall notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice shall be sent within 10 days after the corporate action became effective and include the materials described in section 13.22.

• Mass. Gen. Laws ch. 156D, § 13.21 — official text (accessed September 5, 2026).

(a) If proposed corporate action requiring appraisal rights under section 13.02 is submitted to vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares: (1) shall deliver to the corporation before the vote is taken written notice of the shareholder's intent to demand payment if the proposed action is effectuated; and (2) shall not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed action. (b) A shareholder who does not satisfy the requirements of subsection (a) is not entitled to payment under this chapter.

• Mass. Gen. Laws ch. 156D, § 13.22 — official text (accessed September 5, 2026).

(a) If proposed corporate action requiring appraisal rights under subsection (a) of section 13.02 becomes effective, the corporation shall deliver a written appraisal notice and form required by clause (1) of subsection (b) to all shareholders who satisfied the requirements of section 13.21 or, if the action was taken by written consent, did not consent. In the case of a merger under section 11.05, the parent shall deliver a written appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.

(b) The appraisal notice shall be sent no earlier than the date the corporate action became effective and no later than 10 days after such date and must:

(1) supply a form that specifies the date of the first announcement to shareholders of the principal terms of the proposed corporate action and requires the shareholder asserting appraisal rights to certify (A) whether or not beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date and (B) that the shareholder did not vote for the transaction;

(2) state:

(i) where the form shall be sent and where certificates for certificated shares shall be deposited and the date by which those certificates shall be deposited, which date may not be earlier than the date for receiving the required form under subclause (ii);

(ii) a date by which the corporation shall receive the form which date may not be fewer than 40 nor more than 60 days after the date the subsection (a) appraisal notice and form are sent, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date;

(iii) the corporation's estimate of the fair value of the shares;

(iv) that, if requested in writing, the corporation will provide, to the shareholder so requesting, within 10 days after the date specified in clause (ii) the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and

(v) the date by which the notice to withdraw under section 13.23 shall be received, which date shall be within 20 days after the date specified in subclause (ii) of this subsection; and

(3) be accompanied by a copy of this chapter.

• Mass. Gen. Laws ch. 156D, § 13.23 — official text (accessed September 5, 2026).

(a) A shareholder who receives notice pursuant to section 13.22 and who wishes to exercise appraisal rights shall certify on the form sent by the corporation whether the beneficial owner of the shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to clause (1) of subsection (b) of section 13.22. If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under section 13.25. In addition, a shareholder who wishes to exercise appraisal rights shall execute and return the form and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to subclause (ii) of clause (2) of subsection (b) of section 13.22. Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the executed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to said subsection (b).

(b) A shareholder who has complied with subsection (a) may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to subclause (v) of clause (2) of subsection (b) of section 13.22. A shareholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent.

(c) A shareholder who does not execute and return the form and, in the case of certificated shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in subsection (b) of section 13.22, shall not be entitled to payment under this chapter.

• Mass. Gen. Laws ch. 156D, § 13.24 — official text (accessed September 5, 2026).

(a) Except as provided in section 13.25, within 30 days after the form required by subclause (ii) of clause (2) of subsection (b) of section 13.22 is due, the corporation shall pay in cash to those shareholders who complied with subsection (a) of section 13.23 the amount the corporation estimates to be the fair value of their shares, plus interest.

(b) The payment to each shareholder pursuant to subsection (a) shall be accompanied by:

(1) financial statements of the corporation that issued the shares to be appraised, consisting of a balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;

(2) a statement of the corporation's estimate of the fair value of the shares, which estimate shall equal or exceed the corporation's estimate given pursuant to subclause (iii) of clause (2) of subsection (b) of section 13.22; and

(3) a statement that shareholders described in subsection (a) have the right to demand further payment under section 13.26 and that if any such shareholder does not do so within the time period specified therein, such shareholder shall be deemed to have accepted the payment in full satisfaction of the corporation's obligations under this chapter.

• Mass. Gen. Laws ch. 156D, § 13.25 — official text (accessed September 5, 2026).

(a) A corporation may elect to withhold payment required by section 13.24 from any shareholder who did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to clause (1) of subsection (b) of section 13.22.

(b) If the corporation elected to withhold payment under subsection (a), it must, within 30 days after the form required by subclause (ii) of clause (2) of subsection (b) of section 13.22 is due, notify all shareholders who are described in subsection (a):

(1) of the information required by clause (1) of subsection (b) of section 13.24;

(2) of the corporation's estimate of fair value pursuant to clause (2) of subsection (b) of said section 13.24;

(3) that they may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under section 13.26;

(4) that those shareholders who wish to accept the offer shall so notify the corporation of their acceptance of the corporation's offer within 30 days after receiving the offer; and

(5) that those shareholders who do not satisfy the requirements for demanding appraisal under section 13.26 shall be deemed to have accepted the corporation's offer.

(c) Within 10 days after receiving the shareholder's acceptance pursuant to subsection(b), the corporation shall pay in cash the amount it offered under clause (2) of subsection (b) to each shareholder who agreed to accept the corporation's offer in full satisfaction of the shareholder's demand.

(d) Within 40 days after sending the notice described in subsection (b), the corporation must pay in cash the amount if offered to pay under clause (2) of subsection (b) to each shareholder deserved in clause (5) of subsection (b).

• Mass. Gen. Laws ch. 156D, § 13.26 — official text (accessed September 5, 2026).

(a) A shareholder paid pursuant to section 13.24 who is dissatisfied with the amount of the payment shall notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate plus interest, less any payment under section 13.24. A shareholder offered payment under section 13.25 who is dissatisfied with that offer shall reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares plus interest.

(b) A shareholder who fails to notify the corporation in writing of that shareholder's demand to be paid the shareholder's stated estimate of the fair value plus interest under subsection (a) within 30 days after receiving the corporation's payment or offer of payment under section 13.24 or section 13.25, respectively, waives the right to demand payment under this section and shall be entitled only to the payment made or offered pursuant to those respective sections.

• Mass. Gen. Laws ch. 156D, § 13.30 — official text (accessed September 5, 2026).

(a) If a shareholder makes demand for payment under section 13.26 which remains unsettled, the corporation shall commence an equitable proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60–day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to section 13.26 plus interest.

(b) The corporation shall commence the proceeding in the appropriate court of the county where the corporation's principal office, or, if none, its registered office, in the commonwealth is located. If the corporation is a foreign corporation without a registered office in the commonwealth, it shall commence the proceeding in the county in the commonwealth where the principal office or registered office of the domestic corporation merged with the foreign corporation was located at the time of the transaction.

(c) The corporation shall make all shareholders, whether or not residents of the commonwealth, whose demands remain unsettled parties to the proceeding as an action against their shares, and all parties shall be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law or otherwise as ordered by the court.

(d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) is plenary and exclusive. The court may appoint 1 or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them, or in any amendment to it. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings.

(e) Each shareholder made a party to the proceeding is entitled to judgment (i) for the amount, if any, by which the court finds the fair value of the shareholder' s shares, plus interest, exceeds the amount paid by the corporation to the shareholder for such shares or (ii) for the fair value, plus interest, of the shareholder's shares for which the corporation elected to withhold payment under section 13.25.

• Mass. Gen. Laws ch. 156D, § 13.31 — official text (accessed September 5, 2026).

(a) The court in an appraisal proceeding commenced under section 13.30 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess cost against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.

(b) The court in an appraisal proceeding may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:

(1) against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of sections 13.20, 13.22, 13.24 or 13.25; or

(2) against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.

(c) If the court in an appraisal proceeding finds that the services of counsel for any shareholder were of substantial benefit to other shareholders similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to such counsel reasonable fees to be paid out of the amounts awarded the shareholders who were benefited.

(d) To the extent the corporation fails to make a required payment pursuant to sections 13.24, 13.25, or 13.26, the shareholder may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the corporation all costs and expenses of the suit, including counsel fees.

• Mass. Gen. Laws ch. 156D, § 7.04 — official text (accessed September 5, 2026).

(a) Action required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting if the action is taken either: (1) by all shareholders entitled to vote on the action; or (2) to the extent permitted by the articles of organization, by shareholders having not less than the minimum number of votes necessary to take the action at a meeting at which all shareholders entitled to vote on the action are present and voting. The action shall be evidenced by 1 or more written consents that describe the action taken, are signed by shareholders having the requisite votes, bear the date of the signatures of such shareholders, and are delivered to the corporation for inclusion with the records of meetings within 60 days of the earliest dated consent delivered to the corporation as required by this section.

(b) If not otherwise fixed under section 7.03 or 7.07, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under subsection (a).

(c) A consent signed under this section has the effect of a vote at a meeting and may be described as such in any document, except that if action is taken by the consent of less than all shareholders entitled to vote on the action, any document required to be filed under this chapter with respect to such action shall state that the action was taken by consent of the required number of shareholders and that any required notice has been given to other shareholders.

(d) If action is to be taken pursuant to the consent of voting shareholders without a meeting, the corporation, at least 7 days before the action pursuant to the consent is taken, shall give notice, which complies in form with the requirements of section 7.05, of the action (1) to nonvoting shareholders in any case where this chapter would require such notice if the action is to be taken pursuant to a vote by voting shareholders at a meeting, and (2) if the action is to be taken pursuant to the consent of less than all the shareholders entitled to vote on the matter, to all shareholders entitled to vote who did not consent to the action. The notice shall contain, or be accompanied by, the same material that, under this chapter, would have been required to be sent to shareholders in or with the notice of a meeting at which the action would have been submitted to the shareholders for approval.

• MA H.3323 (194th General Court), proposed sections 22-22 — official text (accessed September 5, 2026).

SECTION 22. Section 7.04 of chapter 156D is hereby amended as follows:

Section 7.04(c) is amended by deleting the words “consent of the required number of shareholders” and inserting in their place the following words: consent of shareholders having the required number of votes.

Section 7.04(d) is deleted in its entirety and replaced by the following two subsections:

(d) If (1) this chapter requires that notice of a proposed action be given to nonvoting shareholders and the action is to be taken by written consent of the voting shareholders, or (2) action is taken by less than unanimous written consent of the voting shareholders, the corporation shall give its nonvoting shareholders or its non-consenting voting shareholders, as the case may be, written notice of the action not more than 7 days after written consents sufficient to take the action have been delivered to the corporation. The notice must reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this chapter, would have been required to be sent to nonvoting shareholders or to voting shareholders, as the case may be, in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action.

(e) The notice requirements in subsection (d) shall not delay the effectiveness of actions taken by written consent, and a failure to comply with such notice requirements shall not invalidate actions taken by written consent, provided that this subsection shall not be deemed to limit judicial power to fashion any appropriate remedy in favor of a shareholder adversely affected by a failure to give such notice within the required time period.

• MA H.3323 (194th General Court), proposed sections 70-72 — official text (accessed September 5, 2026).

SECTION 70. Section 13.01 of chapter 156D is hereby amended by deleting the definition of “Marketable securities” and by inserting in its place the following definition:

“Marketable securities”,

(a) securities held of record by, or by financial intermediaries or depositories on behalf of, at least 1,000 persons, which are

(1) listed on a national securities exchange; or

(2) listed on a regional securities exchange or traded in an interdealer quotation or other trading system and are of a class or series that has at least 250,000 shares outstanding with a market value of at least $5,000,000, excluding in each case shares owned by officers, directors and affiliates; or

(b) securities issued by an open end management investment company registered under the Investment Company Act of 1940 that may be redeemed at the option of the holder at net asset value.

SECTION 71. Section 13.02(a) of chapter 156D is deleted in its entirety and replaced by the following:

(a) A shareholder is entitled to appraisal rights, and to obtain payment of the fair value of his shares, in the event of any of the following corporate or other actions:

(1) consummation of a plan of merger to which the corporation is a party if shareholder approval is required for the merger by section 11.04 or the articles of organization or if the corporation is a subsidiary and the merger is governed by section 11.05, unless, in either case, (A) all shareholders are to receive only cash for their shares in amounts proportionate to what they would receive upon a dissolution of the corporation or, in the case of shareholders already holding marketable securities in the merging corporation, only marketable securities of the surviving corporation, marketable securities of the parent in the case of a merger with a subsidiary and/or cash and (B) no director, officer or controlling shareholder has a direct or indirect material financial interest in the merger other than (i) in his capacity as a shareholder of the corporation, (ii) in his capacity as a director, officer, employee or consultant of either the merging or the surviving corporation or of any affiliate of the surviving corporation if his financial interest is pursuant to bona fide arrangements with either corporation or any such affiliate, or (iii) in any other capacity provided that the shareholder does not own shares entitled to cast more than five percent of all votes entitled to be cast by holders of all classes and series of shares either generally or on the plan of merger;

(2) consummation of a plan of share exchange in which his shares are included unless (A) both his existing shares and the shares, obligations or other securities to be acquired by him are marketable securities; and (B) no director, officer or controlling shareholder has a direct or indirect material financial interest in the share exchange other than (i) in his capacity as a shareholder of the corporation whose shares are to be exchanged, (ii) in his capacity as a director, officer, employee or consultant of either the corporation whose shares are to be exchanged or the acquiring corporation or of any affiliate of the acquiring corporation if his financial interest is pursuant to bona fide arrangements with either corporation or any such affiliate, or (iii) in any other capacity provided that the shareholder does not own shares entitled to cast more than five percent of all votes entitled to be cast by holders of all classes and series of shares to be exchanged pursuant to the plan of share exchange;

(3) consummation of a disposition of property pursuant to section 12.02 or a disposition of all, or substantially all, of the property of a corporation in dissolution, unless:

(i) his shares are then redeemable by the corporation at a price not greater than the cash to be received in exchange for his shares; or

(ii) the disposition is pursuant to court order; or

(iii) in the case of a disposition of all, or substantially all, of the property of the corporation subject to section 12.02, approval of shareholders for the disposition is conditioned upon the dissolution of the corporation and the distribution in cash or, if his shares are marketable securities, in marketable securities and/or cash, of substantially all of its net assets, in excess of a reasonable amount reserved to meet unknown claims under section 14.07, to the shareholders in accordance with their respective interests within one year after the disposition and no director, officer or controlling shareholder has a direct or indirect material financial interest in the disposition other than (i) in his capacity as a shareholder of the corporation, (ii) in his capacity as a director, officer, employee or consultant of either the corporation or the acquiring corporation or of any affiliate of the acquiring corporation if his financial interest is pursuant to bona fide arrangements with either corporation or any such affiliate, or (iii) in any other capacity provided that the shareholder does not own shares entitled to cast more than five percent of all votes entitled to be cast by holders of all classes and series of shares either generally or on the disposition;

(4) an amendment of the articles of organization that materially and adversely affects rights in respect of a shareholder's shares because it:

(i) creates, alters or abolishes the stated rights or preferences of the shares with respect to distributions or to dissolution, including making non-cumulative in whole or in part a dividend theretofore stated as cumulative;

(ii) creates, alters or abolishes a stated right in respect of conversion or redemption, including any provision relating to any sinking fund or purchase, of the shares;

(iii) alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities;

(iv) excludes or limits the right of the holder of the shares to vote on any matter, or to cumulate votes, except as such right may be limited by voting rights given to new shares then being authorized of an existing or new class; or

(v) reduces the number of shares owned by the shareholder to a fraction of a share if the fractional share so created is to be acquired for cash under section 6.04;

(5) an amendment of the articles of organization or of the bylaws that adds restrictions on the transfer or registration of transfer of any outstanding shares held by the shareholder or amends any pre-existing restrictions on the transfer or registration of transfer of his shares in a manner that is materially adverse to the ability of the shareholder to transfer his shares;

(6) any corporate action taken pursuant to a shareholder vote to the extent the articles of organization, bylaws or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to appraisal;

(7) consummation of a domestication pursuant to subdivision A of Part 9 if the shareholder would have had appraisal rights if the transaction had been effected as a merger;

(8) consummation of a conversion of the corporation to nonprofit status pursuant to subdivision B of Part 9; or

(9) consummation of a conversion of the corporation into a form of other entity pursuant to subdivision E of Part 9.

SECTION 72. Section 13.02(b) of chapter 156D is deleted in its entirety and replaced by the following:

(b) Except as otherwise provided in subsection (a) of section 13.03, in the event of corporate action specified in paragraphs (1), (2), (3), (7), (8) or (9) of subsection (a), a shareholder may assert appraisal rights only if he seeks them with respect to all of his shares of whatever class or series.

• MA H.3323 (194th General Court), official action history — official text (accessed September 5, 2026).

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