Legal Question in Business Law in Massachusetts

Minority stockholder's rights

A minority stockholder is the only officer and director of a corporation. Can he be forced to take an action he believes is not beneficial to the corporation if ordered to do so by the majority stockholder? Can he refuse to sell his ownership if the majority stock holder wishes to sell to a third party? Can he be fired? Can he refuse to call for a special meeting?


Asked on 6/15/05, 11:49 am

1 Answer from Attorneys
Barry Levine Law Office of Barry R. Levine

Re: Minority stockholder's rights

You should refer to the corporation's bylaws for the answers to some of these questions. As an officer, he is bound by the wishes of the majority shareholders. You do not indicate just what the minority shareholder's interest is. If a proper vote of the stockholders authorizes a sale of the business, the stockholders, in my opinion, would be bound by this vote and be forced to sell. Can he be relieved of his position? Again, yes depending on what constitutes a valid vote of the shareholders. The bylaws should delineate just what percentage is necessary for the shareholders to accomplish certain votes.

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Answered on 6/15/05, 12:24 pm


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