A.W. Chesterton Co. v. Chesterton
Court of Appeals for the First Circuit
1Opinion of the Court
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 Subchapter S status under the Internal Revenue Code, the district court found that the proposed transfer violated Chesterton’s fiduciary duty to the Company and…
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