Legal Question in Business Law in Massachusetts

sub s corporations

What are the rights of a minority shareholder in a Massachusetts sub s corporation


Asked on 2/20/09, 3:19 pm

3 Answers from Attorneys

Craig J. Tiedemann Kajko, Weisman & Colasanti, LLP

Re: sub s corporations

There are lots of them. The MA Business Corporation Law comprehensively addresses most such rights. Massachusetts court cases exhaustively address and interpret them all. FAR more information is required from you to intelligently determine what rights you may or may not have in the circumstances at hand. Feel free to contact me with more information to assess your concerns.

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Answered on 2/20/09, 3:23 pm

Re: sub s corporations

Minority shareholders have no more or less rights in a Sub-S corp than any other kind.

They are entitled to vote at annual meetings and at special meetings. Officers and Directors owe a fiduciary duty to all shareholders equally.

In the distribution of earnings, Minority shareholders and Majority Shareholers need to be treated the same. Meaning if money is being disbursed, then it must be done the same amount for each share owned, except in very special circumstances.

The question is so broad it is difficult to get at the question itself.

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Answered on 2/20/09, 3:25 pm
JOHN TATOIAN LAW OFFICE OF JOHN A. TATOIAN ESQ.*Licensed Only in Massachusetts

Re: sub s corporations

They have a myriad of various rights, including, but not limited to, a right to vote, a right to proportionate dividends, a right to inspect corporate records, a right to bring a direct or derivative action etc.. Whether those minority shareholders have a fiduciary right to other shareholders is dependent upon a number of factors, not the least of which are the number of shareholders in the corporation, the transferability of the corporate interests as articulated in the articles of incorporation or bylaws and whether the shareholders are also directors (interlocking directorate).;))

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Answered on 2/20/09, 3:45 pm


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