2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 161 - Street Railways › Section 63 - Sale or Consolidation With Intersecting or Continuing Line

Section 63. A domestic company may sell and convey the whole or a part of its franchise and property to, or may consolidate with, any other such company whose railway connects with, intersects or forms a continuous line with its own, if the facilities for travel on the railway of each of said companies shall not be thereby diminished, or the rates of fare increased, and such other company may purchase of or consolidate with it as aforesaid; but such purchase and sale or consolidation shall not be valid or binding until its terms have been agreed to by a majority of the directors, and have been approved, at meetings called therefor, by a vote of two thirds in interest of the stockholders of each of the contracting companies, and by the department as required by section fifty-four of chapter one hundred and fifty-nine. Whenever a company sells and conveys the whole or a part of its franchise and property to, or consolidates with, any other company, every stockholder of both the purchasing or consolidated company and of the selling company shall be deemed to assent to the terms of purchase and sale or of consolidation, when approved by the department in accordance with any provisions of law requiring such approval, unless, within thirty days after the date of such approval, he shall file with the clerk of the department a writing, declaring his dissent from said terms and stating the number of shares held by him and the number of the certificates evidencing the same; provided, that, as against any stockholder under any legal incapacity to act for himself and having no legal guardian, said period of thirty days shall not begin to run until the removal of such incapacity by the appointment of a legal guardian, or otherwise. The shares of any stockholder so dissenting shall be acquired by the purchasing or consolidated company, and shall be valued, and the value thereof paid or tendered to, or deposited to or for the account of, such stockholder in the manner following: Within sixty days after the filing as aforesaid of his dissent from the terms of such sale or consolidation, the said dissenting stockholder or the purchasing or consolidated company shall file a petition with the supreme judicial court, sitting within and for the county where said stockholder resides or in any county in which said company operates any part of its railway, which petition, if filed by the company in a county other than that of the stockholder's residence, may upon his application be removed to the county where the said stockholder resides, setting forth the material facts and praying that the value of such dissenting stockholder's shares may be determined. Thereupon, after such notice to all parties concerned as it deems proper, said court shall make an order requiring such dissenting stockholder's certificates of stocks to be deposited with the clerk of said court, and shall appoint three commissioners to ascertain and report the value of such dissenting stockholder's shares on the day of the approval by the department of the terms of the agreement of purchase and sale or consolidation. Said report shall be made to the court as soon as practicable, and, after due notice to the parties in interest, shall be accepted by the court, unless before such acceptance either of the parties to said proceedings shall claim a trial by jury, in which case the court shall order the value of said shares to be tried and determined by a jury in the same manner as other civil cases are tried in said court. The said commissioners' report, or the verdict, when accepted by the court, shall be final and conclusive as to the value of such dissenting stockholder's shares, and the amount so ascertained as such value shall at once be paid or tendered to such stockholder; or, if such payment or tender be impracticable for any cause, shall be paid into court. Upon such payment, tender or deposit, the shares of such dissenting stockholder and the certificates thereof shall become the property of the purchasing or consolidated company, whose right and title thereto may be enforced by the court by any appropriate order or process. Exceptions may be taken to any ruling or order of said court, to be heard and determined by the full court as in other civil cases; and said court may make all such orders for the enforcement of the rights of any party to the proceedings, for the consolidation of two or more petitions and their reference to the same commissioners, for the consolidation of claims for a jury trial and the trial of two or more cases by the same jury, and for the payment of interest upon the value of a stockholder's share as determined, and the payment of costs by one party to the other, as justice and equity and the speedy settlement of the matters in controversy may require.