Litigation Advisory: Shareholder Agreements in Closely Held Massachusetts Corporations
5/20/2011
By Elizabeth B. Burnett and Jehanne M. Bjornebye
Can fiduciary duties trump contractual rights of shareholders in closely held companies? Are shareholders of a subchapter-S corporation entitled to sell their shares to third parties, even when that sale would destroy the corporation’s subchapter-S status? In Merriam v. Demoulas Super Markets, Inc., the Superior Court offered some guidance for drafting shareholder and employment agreements.
