Sullivan v. First Massachusetts Financial Corp.

On January 16, 1985, Edward S. Buchanan, president of Massachusetts Bank and Trust Company (Mass-bank) 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 Mass-bank’s January 29, 1985, annual meeting. Only Buchanan owned 2,500 or more shares of Massbank stock. The reverse stock split which was approved at the meeting left Buchanan, through First Massachusetts, as…