CSC PUBLISHING: 2019 Special Commentary considers impact of Massachusetts Law on Corporate Formation and Governance

Massachusetts business corporation law differs significantly from Delaware’s DGCL, and Massachusetts practitioners must be mindful of those important distinctions when forming entities and prior to issuing shares to the public, explains Massachusetts attorney Kurt Hemr in the Special Commentary included in the 2019 edition of Massachusetts Laws Governing Business Annotated.

“Counsel considering incorporation or redomestication may want to consider whether a corporate client is advantaged by litigating corporate governance in the state of the corporation’s principal place of business, where the corporation and its employees are daily presences,” Mr. Hemr, a partner in the Boston office of Skadden Arps, asserts.

In the commentary, Mr. Hemr provides insightful analysis of several of the important distinctions between the two states:

  • Director duties
  • Demand requirement in shareholder suits
  • Shareholder access to corporate books and records
  • Staggered boards
  • Jurisdiction, both for litigation arising out of a corporation’s ordinary business and for litigation relating to corporate governance matters

He includes analysis of how recent case law and legislative activity have contributed to these differences. For example, in his discussion of director duties, he notes that M.G.L. c. 156D, § 8.30(a) makes it clear that a director’s duty is owed to the corporation, not to shareholders alone. When considering the demand requirement in shareholder suits, he explains how IBEW Local No. 129 Benefit Fund v. Tucci illuminates how Delaware and Massachusetts differ in their approach to this critical issue in corporate governance litigation.

Massachusetts Laws Governing Business Entities Annotated

With a range of valued features such as the special commentary described above, CSC’s Massachusetts Laws Governing Business Entities Annotated is a comprehensive collection of annotated Massachusetts business statutes and essential resource for business law practitioners in the state and the region.

The 2019 Edition is updated through Act 10 of the 2019 Massachusetts legislative session and features over thirty new case annotations from Massachusetts courts. Also included are four full-text cases covering recent legal developments regarding partition, merger, records, and ratification.

Other features include the Massachusetts Business Fee Schedule and a companion CD-ROM containing more than 160 Massachusetts forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all entity types. A listing of the forms and contact information for the Massachusetts Division of Corporations can be found in Appendix C.

Massachusetts Laws Governing Business Entities Annotated is available as a softbound book or as an ebook, compatible with dedicated e-reader devices, computers, tablets and smartphones that use e-reader software or applications. It is also available on the LexisNexis Digital Library.

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