Mass. Gen. Laws ch. 156D, § 12.01: Sale of assets in regular course of business and mortgage of assets

Section 12.01. SALE OF ASSETS IN REGULAR COURSE OF BUSINESS AND MORTGAGE OF ASSETS

(a) A corporation may, on the terms and conditions and for the consideration determined by the board of directors:

(1) sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business;

(2) mortgage, pledge, including any sale upon foreclosure of such pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber all or substantially all of its property whether or not in the usual and regular course of business;

(3) transfer all, or substantially all, of its property to another corporation all of the shares of which are owned, directly or indirectly, by the corporation; or

(4) distribute assets pro rata to the holders of 1 or more classes or series of the corporation's shares.

(b) Unless the articles of organization require it, approval by the shareholders of a transaction described in subsection (a) is not required.