Chitwood v. Vertex Pharmaceuticals, Inc.Annotate this Case
Plaintiff, a shareholder of a Corporation, made a demand for corporate records pursuant to Mass. Gen. Laws ch. 156D. 16.02(b), claiming that he needed to inspect the records in order to investigate his allegation that the board of directors had committed a breach of its fiduciary duty of oversight. After the Corporation rejected the demand Plaintiff commenced an action in the superior court seeking an order compelling the Corporation to make the requested corporate records available to Plaintiff. The trial judge dismissed the complaint with prejudice, determining that Plaintiff had failed to meet his burden of showing a proper purpose to inspect corporate records under section 16.02(b). The Supreme Judicial Court vacated the judgment dismissing Plaintiff’s claim for inspection and remanded, holding that the trial judge applied too demanding a standard in determining whether Plaintiff had a proper purpose.