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A.W. CHESTERTON CO. INC. v. CHESTERTON

No. 97-1268.

128 F.3d 1 (1997)

A.W. CHESTERTON COMPANY, INC., James D. Chesterton, Thomas Chesterton, Jr., Andrew W. Chesterton, Glenn E. Chesterton, Florence Chesterton, Boston Safe Deposit, Inc., Trustee of the Thomas Chesterton Trust, and Adele Forman, Plaintiffs, Appellees, v. Arthur W. CHESTERTON, Defendants, Appellant.

United States Court of Appeals, First Circuit.

Decided October 14, 1997.

Attorney(s) appearing for the Case

Martin F. Gaynor, with whom Harry L. Manion III was on brief, for plaintiffs, appellees.

Lawrence P. Heffernan, with whom Michael D. Lurie and Peter L. Banis were on brief, for defendants, appellant.

Before TORRUELLA, Chief Judge, ALDRICH, Senior Circuit Judge, and LYNCH, Circuit Judge.

LYNCH, Circuit Judge.

This appeal involves the duties imposed by Massachusetts law on a minority shareholder in a closely held corporation. Arthur W. Chesterton ("Chesterton"), a minority shareholder in the A.W. Chesterton Company, frustrated in his efforts to dispose of his shares, proposed to transfer a portion of his stock in the Company to two shell corporations. Because such a transfer would terminate the Company's advantageous...

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