Massachusetts Court Decisions Highlight Differences Between Massachusetts and Delaware Business Law

Recent decisions from Massachusetts courts continue to underscore the differences between Delaware’s DGCL and Massachusetts business corporation law. In an update to the Special Commentary included in the 2020 edition of Massachusetts Laws Governing Business Annotated, Massachusetts attorney Kurt Hemr captures some of those decisions to illustrate those differences.

“The Massachusetts business corporation law — as explicated by the Supreme Judicial Court of Massachusetts, the Massachusetts Appeals Court, and the Business Litigation Session of the Massachusetts Superior Court — differs in substantial respects from that of Delaware, the jurisdiction which has long held a special preeminence in American law as most favored for corporate organization. Massachusetts practitioners should be aware of those important distinctions and consider those distinctions as they and their clients address the fundamental question of choice of corporate law, both at the time of incorporation and again prior to issuing shares to the public,” Mr. Hemr, a partner in the Boston office of Skadden Arps, explains.

Mr. Hemr notes that corporate law practitioners should be mindful of the distinctions between the two states when choosing a jurisdiction to form or redomesticate a business entity:

  • 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

Massachusetts Laws Governing Business Entities Annotated

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 2020 Edition is updated through Act 58 of the 2020 Massachusetts legislative session and features the latest case annotations from Massachusetts courts. Also included are four full-text cases covering recent legal developments regarding anti-raiding provisions, continuation of professional corporations, fiduciary duty, and securities broker-dealers.

In addition to the Special Commentary, the 2020 edition includes an up-to-date 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. New for this 2020 edition: Readers can also access the forms online via the LexisNexis download center.

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.

To learn more about the 2020 Edition of Massachusetts Laws Governing Business Entities Annotated, call 1.800.533.1637 or visit us online at


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