Mass. Gen. Laws » Part I Title XXII Chapter 156B
Massachusetts General Laws

Mass. Gen. Laws ch. 156B, § 65 (2026)

Good faith and prudence as defense

✓ current as of July 2026
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Section 65. A director, officer or incorporator of a corporation shall perform his duties as such, including, in the case of a director, his duties as a member of a committee of the board upon which he may serve, in good faith and in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In determining what he reasonably believes to be in the best interests of the corporation, a director may consider the interests of the corporation's employees, suppliers, creditors and customers, the economy of the state, region and nation, community and societal considerations, and the long-term and short-term interests of the corporation and its stockholders, including the possibility that these interests may be best served by the continued independence of the corporation. In performing his duties, a director, officer or incorporator shall be entitled to rely on information, opinions, reports or records, including financial statements, books of account and other financial records, in each case presented by or prepared by or under the supervision of (1) one or more officers or employees of the corporation whom the director, officer or incorporator reasonably believes to be reliable and competent in the matters presented, or (2) counsel, public accountants or other persons as to matters which the director, officer or incorporator reasonably believes to be within such person's professional or expert competence, or (3) in the case of a director, a duly constituted committee of the board upon which he does not serve, as to matters within its delegated authority, which committee the director reasonably believes to merit confidence, but he shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance to be unwarranted. The fact that a director, officer or incorporator so performed his duties shall be a complete defense to any claim asserted against him, whether under sections sixty to sixty-four, inclusive, or otherwise, except as expressly provided by statute, by reason of his being or having been a director, officer or incorporator of the corporation.

Notes of Decisions
Cited in 10 cases, 1987–2017 · leading case: Chokel v. Genzyme Corp., 867 N.E.2d 325 (Mass. 2007).
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Chokel v. Genzyme Corp., 867 N.E.2d 325 (Mass. 2007). “5 , 6 See G. L. c. 156B, § 65. b. Fiduciary duty of the directors.”
Int'l Bhd. of Elec. Workers Local No. 129 Benefit Fund v. Tucci, 70 N.E.3d 918 (Mass. 2017). “30 (a), its antecedent statute, G. L. c. 156B, § 65, 10 and decisions reflecting our common-law principles, 11 the general rule of Massachusetts corporate law is that a director of a Massachusetts corporation owes a fiduciary duty to the corporation itself, and not its…”
Johnson v. Witkowski, 573 N.E.2d 513 (Mass. App. Ct. 1991). “22 “It is no part of the judicial function to substitute [the court’s] business view for that of those vested by law with the control of corporate affairs.”
Dynan v. Fritz, 508 N.E.2d 1371 (Mass. 1987). “23 Changes made in 1980 to G. L. c. 156B, § 65, restricting a director’s freedom from liability by defining certain good faith conduct, were not similarly added to § 67 concerning indemnification for counsel fees and expenses.”
Shade v. Athena Equip. & Supply, Inc., 2010 Mass. App. Div. 68 (Mass. Dist. Ct., App. Div. 2010). · cites it 2× “The rule, set forth in G.L.c. 156B, §65, 8 requires *74 a corporate officer to perform his or her duties “in good faith and in a manner he reasonably believes to be in the best interests of the corporation.”
Harhen v. Brown, 710 N.E.2d 224 (Mass. App. Ct. 1999). “10, and related text (describing the factors “which bear on the propriety, in a business sense, of pursuing the derivative suit”), with G. L. c. 156B, § 65 (describing when a “complete defense” is available for business decisions of individual directors and officers).”
Goldstein v. Sav. Bank Life Ins., 21 Mass. L. Rptr. 204 (Mass. Super. Ct. 2006). · cites it 2× “See G.L.c. 156B, §65 (“In determining what he reasonably believes to be in the best interest of the corporation, a director may consider the interests of the corporation’s employees, suppliers, creditors and customers, the economy of the state, region and nation, community and…”
Indep. Bank Corp. v. Spence, 15 Mass. L. Rptr. 609 (Mass. Super. Ct. 2003). “in good faith and in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances .”
Pinchuk v. State Street Corp., 28 Mass. L. Rptr. 37 (Mass. Super. Ct. 2011). “G.L.c. 156B, §65; G.L.c. 156D, §8.30. As a business judgment, the Board’s decision to reject the Plaintiffs’ litigation demand is entitled to the rule’s “presumption of validity.”
Clark v. Wheeler, 1989 Mass. App. Div. 191 (Mass. Dist. Ct., App. Div. 1989). “As to the court’s allowance of Request number 6, which provided that corporate officers are not individually responsible for the debts of a corporation, we hold that the court correctly ruled in allowing a statement of the general rule as set forth in G.L.c. 156B, §65. The…”
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