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SULLIVAN v. FIRST MASSACHUSETTS FINANCIAL CORP.

409 Mass. 783 (1991)

569 N.E.2d 814

ROBERT W. SULLIVAN, JR., & others vs. FIRST MASSACHUSETTS FINANCIAL CORPORATION & another (and a companion case).

Supreme Judicial Court of Massachusetts, Plymouth.

April 17, 1991.

Attorney(s) appearing for the Case

Richard M. Zinner (Jane P. Morse with him) for First Massachusetts Financial Corporation & others.

Stephen S. Young (Miriam J. McKendall & Ieuan G. Mahony with him) for Robert W. Sullivan, Jr., & others.

Present: LIACOS, C.J., WILKINS, NOLAN, O'CONNOR, & GREANEY, JJ.

WILKINS, J.

On January 16, 1985, Edward S. Buchanan, president of Massachusetts Bank and Trust Company (Massbank) and in control of 85% of Massbank's stock through his indirect ownership of 100% of the stock of First Massachusetts Financial Corporation (First Massachusetts), sent a notice to Massbank's stockholders of a "proposed 1 - for - 2,500 reverse stock split" that would be considered at Massbank's January 29, 1985, annual meeting. Only Buchanan owned 2,500...

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