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2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110c - Regulation of Take-Over Bids in the Acquisition of Corporations › Section 6 - Hearings and Adjudications; Time; Deposits for Costs; Findings

Section 6. Any hearing pursuant to this section shall be commenced within twenty days of the date a filing is made pursuant to section two. Adjudications made pursuant to this section shall be made within forty-five days after such filing and pursuant to section four hundred and twelve of chapter one hundred and ten A. Upon filing an application with the secretary for a hearing under this section, the target company shall pay to the secretary a fee of two hundred and fifty dollars, and shall deposit with the secretary such sum, not exceeding seven hundred and fifty dollars, as the secretary may require to defray the costs of such hearing and any investigation which the secretary may make in connection therewith. If, after hearing, the secretary finds that the take-over bid is in violation of this chapter or that effective provision is not made for fair and full disclosure to offerees of all information material to a decision to accept or reject the offer, he shall so adjudicate. If he finds that the take-over bid would comply with this chapter if amended in certain respects, he shall so adjudicate. If he finds that the take-over bid is not in violation of this chapter and that effective provision is made for fair and full disclosure to offerees of all information material to a decision to accept or reject the offer, he shall so adjudicate.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110c - Regulation of Take-Over Bids in the Acquisition of Corporations › Section 7 - Unlawful Practices; Rights of Resident Shareholders; Increasing Terms of Bid; Minimum Time of Bid; Withdrawal of Deposited Securities

Section 7. It is unlawful for any offeror or target company or any affiliate or associate of an offeror or target company or any broker-dealer acting in behalf of an offeror or target company to make any untrue statement of a material fact or to conceal any material fact in order to make the statements misleading, or to engage in any fraudulent, evasive, deceptive, manipulative or grossly unfair practices in connection with a take-over bid.
No take-over bid shall be made unless it is made under the provisions of this chapter, and no offeror shall make a take-over bid which is not made to all holders residing in the commonwealth of the equity security that is the subject of such take-over bid, or which is not made to such holders on the same terms as such take-over bid is made to holders of such equity security not residing within the commonwealth. If a take-over bid is made for less than all the outstanding equity securities of any class and if the number of securities deposited pursuant thereto is greater than the number the offeror has agreed to accept, the offeror shall take up and pay for the securities pro-rata, disregarding fractions, according to the number of securities deposited by each offeree. If the terms of a take-over bid are changed before its expiration by increasing the consideration offered to offerees, the offeror shall pay the increased consideration for all equity securities taken up, whether the same are deposited or taken up before or after the change in the terms of the take-over bid.
No offeror shall make a take-over bid which does not remain open for at least fifteen days after it is deemed to be in compliance with this chapter with the right to extend such period; purchase any shares pursuant to a take-over bid prior to the expiration of such fifteen day period; offer to pay an offeree a fee, commission or any other consideration not offered to all offerees; or publish or use in connection with the offer any false statement of a material fact or conceal a material fact in order to make the statement misleading.
Securities deposited pursuant to a take-over bid may be withdrawn by an offeree or his attorney-in-fact by demand in writing to the offeror or the depository at any time up to five days prior to the announced termination date of the offer.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110c - Regulation of Take-Over Bids in the Acquisition of Corporations › Section 8 - Banking or Public Utility Corporations; Copies of Filed Material Furnished to Regulatory Body

Section 8. If the offeror or the target company is a banking corporation subject to regulation by the commissioner of banks, or a public utility corporation subject to regulation by the department of public utilities or the department of telecommunications and cable, the secretary shall forthwith, upon receipt of the filing required under section two, furnish a copy of such filing to the regulatory body having jurisdiction over the offeror or target company.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110c - Regulation of Take-Over Bids in the Acquisition of Corporations › Section 10 - Rules and Regulations; Promulgation; Waiver of Jurisdiction; Delegation of Authority

Section 10. (a) The secretary may, pursuant to section four hundred and twelve of chapter one hundred and ten A prescribe reasonable rules and regulations or issue orders with respect to particular situations:
(1) Defining any terms used in this chapter including fraudulent, evasive, deceptive, manipulative or grossly unfair practices in connection with take-over bids.
(2) Exempting from this chapter take-over bids not made for the purpose of, and not having the effect of, changing or influencing the control of a target company.
(3) Covering such other matters as are necessary to give effect to this chapter.
(4) Waiving jurisdiction over a take-over bid if he determines that: (i) the take-over bid is subject to the jurisdiction of another state having a statute or regulation similar in purpose and effect to this chapter; (ii) information similar to that specified in section four is required to be filed with the administrator of such other state; (iii) such other state has a greater interest in regulating the take-over bid than the commonwealth, and (iv) the purpose of this chapter will be accomplished and the public interest will be better served by such waiver.
(b) The secretary may delegate to the director of securities the authority to perform any duty and exercise any power assigned to the secretary under the provisions of this chapter.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110c - Regulation of Take-Over Bids in the Acquisition of Corporations › Section 11 - Insurance Companies; Duties of Commissioner of Insurance

Section 11. If the offeror or a target company is an insurance company subject to regulation under chapter one hundred and seventy-five to chapter one hundred and seventy-five C, inclusive, the commissioner of insurance shall for all purposes of this section be substituted for the secretary. This section shall not be construed to limit or modify in any way any responsibility, authority, power, or jurisdiction of the secretary or the commissioner of insurance pursuant to any other provisions of law.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110c - Regulation of Take-Over Bids in the Acquisition of Corporations › Section 12 - Exemptions From Chapter

Section 12. This chapter does not apply when:—
(a) The offeror or the target company is a public utility or a public utility holding company as defined in section two of the ''Public Utility Holding Company Act of 1935'', 15 U.S.C. 79, as amended, and the take-over bid is subject to approval by the appropriate federal agency as provided in such act;
(b) The offeror or the target company is a bank or a bank holding company subject to the ''Bank Holding Company Act of 1956'', 12 U.S.C. 1841, as amended, and the take-over bid is subject to approval by the appropriate federal agency as provided in such act;
(c) The offeror or the target company is a savings and loan holding company as defined in section two of the ''Savings and Loan Holding Company Amendments of 1967'', 12 U.S.C. 1730A, as amended, and the take-over bid is subject to approval by the appropriate federal agency as provided in such act;
(d) The offeror and the target company are banks and the offer is part of a merger transaction subject to approval by appropriate federal supervisory authorities.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110c - Regulation of Take-Over Bids in the Acquisition of Corporations › Section 13 - Severability

Section 13. The provisions of this chapter are severable and if any such provision or the application of such provision to any person or circumstances shall be held to be invalid or unconstitutional, such invalidity or unconstitutionality shall not affect the validity or constitutionality of any of the remaining provisions of this chapter or the application of such provision to said person or circumstances.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110d - Regulation of Control Share Acquisitions › Section 2 - Voting Rights of Issuing Public Corporation Shares Acquired in Control Share Acquisitions

Section 2. (a) If the articles of organization or by-laws of an issuing public corporation provide, at the time of any control share acquisition which occurs prior to January first, nineteen hundred and eighty-eight, that this chapter shall apply to control share acquisitions of such corporation, shares of such corporation acquired in any such control share acquisition shall have only such voting rights as are authorized pursuant to the provisions of section five.
(b) If the board of directors of an issuing public corporation has adopted a vote prior to any control share acquisition which occurs prior to January first, nineteen hundred and eighty-eight, that the provisions of this chapter shall apply to control share acquisitions of such corporation, shares of such corporation acquired in any such control share acquisition shall have only such voting rights as are authorized pursuant to the provisions of section five. Within thirty days after the adoption of any such vote, the corporation shall submit to the state secretary a certificate signed under the penalties of perjury by the president or a vice president and by the clerk or an assistant clerk setting forth a copy of such vote of the directors, the date of adoption of such vote, and a certification that such vote was duly adopted by the directors.
(c) Unless the articles of organization or by-laws of an issuing public corporation provide, at the time of any control share acquisition which occurs on or after January first, nineteen hundred and eighty-eight, that the provisions of this chapter shall not apply to control share acquisitions of such corporation, shares of such corporation acquired in such control share acquisition shall have only such voting rights as are authorized pursuant to section five.
(d) If the articles of organization or by-laws of an issuing public corporation are amended to provide that the provisions of this chapter shall not apply to control share acquisitions of such corporation, or to eliminate a provision that this chapter shall not apply to control share acquisitions of such corporation, any such amendment shall apply only to control share acquisitions which occur after the effective date of such amendment.
(e) No amendment to the articles of organization adopted by a corporation pursuant to this section shall give any stockholder appraisal rights under section 13.02 of chapter 156D.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110d - Regulation of Control Share Acquisitions › Section 3 - Delivery of Control Share Acquisition Statement; Contents

Section 3. Any person who has made a control share acquisition or has made a bona fide written offer to make a control share acquisition may deliver to the issuing public corporation, personally or by registered or certified mail at its principal office, a control share acquisition statement which shall contain the following:
(i) the identity of such person and any associate of such person who intends to acquire or has acquired beneficial ownership of shares of the issuing public corporation;
(ii) a statement that such control share acquisition statement is being made and delivered pursuant to the provisions of this chapter;
(iii) the number and class or series of shares of the issuing public corporation beneficially owned by such person and each associate of such person prior to the control share acquisition;
(iv) the number and class or series of shares acquired or proposed to be acquired by such person pursuant to the control share acquisition and the range of voting power to which the control share acquisition is or, if consummated, would be subject pursuant to the provisions of subsection (c) of section one;
(v) a description of the terms and conditions of the proposed or completed control share acquisition, including but not limited to the prices paid by such person in the control share acquisition and the dates upon which the shares were acquired; and
(vi) if the control share acquisition has not been completed, a representation by such person that such person has the financial capacity to consummate the proposed control share acquisition, together with a statement in reasonable detail of the material facts upon which such representation is based.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110d - Regulation of Control Share Acquisitions › Section 4 - Special Meeting of Stockholders; Notice

Section 4. (a) If the person delivering the control share acquisition statement so demands in writing contemporaneously with the delivery of such control share acquisition statement, the board of directors of the issuing public corporation, within ten days after the receipt of the demand, shall call a special meeting of stockholders for the purpose of considering whether voting rights shall be authorized for the shares acquired or to be acquired in the control share acquisition. The demand shall not be effective unless accompanied by an undertaking to pay the corporation's reasonable expenses in connection with the special meeting but not including the expenses of the corporation incurred in opposing a vote to authorize voting rights for the shares acquired or proposed to be acquired in the control share acquisition. As promptly as reasonably practicable after the board has called the special meeting, the corporation shall give written notice of the special meeting to stockholders. Such notice shall be given not less than twenty days before the date of the special meeting. Unless the person delivering the control share acquisition statement and the corporation shall agree in writing to a later date, the special meeting shall be held not more than fifty days after the receipt by the corporation of the demand. If the person delivering the control share acquisition statement so requests in the demand, the special meeting shall be held no sooner than thirty days after receipt by the corporation of the demand.
(b) If no demand respecting a special meeting of the issuing public corporation's stockholders is made in accordance with subsection (a), consideration of the voting rights to be authorized for the shares acquired or to be acquired in the control share acquisition shall be presented at the next annual or special meeting of the corporation's stockholders notice of which has not been given prior to the receipt by the corporation of the control share acquisition statement.
(c) The notice to the issuing public corporation's stockholders of any annual or special meeting at which the voting rights to be accorded shares acquired or proposed to be acquired in a control share acquisition are to be considered shall be directed to all stockholders of record of the issuing public corporation as of the record date set for such meeting. Such notice shall include or be accompanied by a copy of the control share acquisition statement received by the issuing public corporation pursuant to this chapter, notice of rights, if any, arising pursuant to section seven and such other information as the issuing public corporation deems appropriate.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110d - Regulation of Control Share Acquisitions › Section 5 - Authorization of Voting Rights for Shares Acquired in Control Share Acquisition

Section 5. Shares acquired in a control share acquisition shall have the same voting rights as all other shares of the same class or series of the issuing public corporation only to the extent authorized by vote of the stockholders of the issuing public corporation at any annual meeting of stockholders or special meeting of stockholders. Such authorization shall require the affirmative vote of the holders of a majority of all of the shares entitled to vote generally in the election of directors, excluding interested shares. Interested shares shall be disregarded for determining a quorum and shall not be entitled to vote with respect to such authorization. If no such vote is adopted, such shares shall regain their voting rights upon transfer of beneficial ownership of such shares to another person unless such transfer constitutes a control share acquisition by the acquirer, in which event the voting rights of such shares shall be subject to the provisions of this chapter.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110d - Regulation of Control Share Acquisitions › Section 6 - Redemption of Shares Acquired in Control Share Acquisition; Conditions

Section 6. (a) The articles of organization or by-laws of an issuing public corporation, by provision effective at the time of the occurrence of a control share acquisition, may authorize the redemption, at the option of such corporation but without requiring the agreement of the person who has made a control share acquisition, of all but not less than all shares acquired in such a control share acquisition, from such person for the fair value of such shares if:
(i) no control acquisition statement has been delivered; or
(ii) a control acquisition statement has been delivered and voting rights were not authorized for such shares by the stockholders in accordance with the provisions of section five.
(b) Notice of such redemption shall be given by the issuing public corporation not later than sixty days after the date on which the stockholders of the issuing public corporation voted not to authorize voting rights for the shares to be redeemed, or if no control share acquisition statement has been delivered prior to the date on which notice of redemption is given by the issuing public corporation not later than, sixty days after the first date on which the board of directors of the issuing public corporation has actual knowledge of such control share acquisition.
(c) For purposes of this section, fair value shall be determined as of the date on which stockholders of the issuing public corporation voted not to authorize voting rights for the shares to be redeemed, or, if no control acquisition statement is delivered, as of the date on which the issuing public corporation determines to make a redemption under this section. Such value shall be determined in accordance with procedures adopted by the issuing public corporation and without regard to the effect of the denial of voting rights under the provisions of section five.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110d - Regulation of Control Share Acquisitions › Section 7 - Demand for Payment of Stock; Appraisal

Section 7. Unless otherwise expressly provided in an issuing public corporation's articles of organization or by-laws in effect at the time of a control share acquisition of shares of such corporation, if voting rights are authorized for shares acquired in such control share acquisition in accordance with the provisions of section 5 and, in such control share acquisition, the person making such control share acquisition has acquired beneficial ownership of shares that, when added to all other shares of such corporation beneficially owned by such person, entitle such person to vote, or direct the voting of, shares of such corporation having a majority or more of all voting power in the election of directors, each stockholder of record of such corporation, other than the person making such control share acquisition, who has not voted in favor of authorizing voting rights for the shares acquired in such control share acquisition may demand payment for his stock and an appraisal in accordance with the part 13 of chapter 156D, and such stockholder and such corporation shall have the rights and duties and follow the procedures set forth in that part as nearly as practicable. For purposes of said part 13, the corporate action shall be deemed to have become effective on the later of the date such voting rights are authorized or the date on which such control share acquisition is made. For purposes of this section, fair value shall be determined as of the date on which the stockholders authorize voting rights for the shares acquired in such control share acquisition, but in no event it shall be less than the highest price per share paid by the person who made such control share acquisition in such control share acquisition. For purposes of said sections eighty-six to ninety-eight, inclusive, the corporate action shall be deemed to have become effective on the later of the date such voting rights are authorized or the date on which such control share acquisition is made. For purposes of this section, fair value shall be determined as of the date on which the stockholders authorize voting rights for the shares acquired in such control share acquisition, but in no event it shall be less than the highest price per share paid by the person who made such control share acquisition in such control share acquisition.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110d - Regulation of Control Share Acquisitions › Section 8 - Inconsistency With Other Laws; Chapter Governing

Section 8. To the extent that this chapter is inconsistent with chapter 156D, 164 or 182, the provisions of this chapter shall govern.
No provisions of this chapter shall be deemed to limit the power of an association or trust to amend its instrument or declaration of trust to the extent otherwise lawful.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110e - Regulation of Control Share Acquisitions of Foreign Corporations › Section 2 - Voting Rights of Issuing Public Corporation Shares Acquired in Control Share Acquisitions

Section 2. (a) If the charter or bylaws of an issuing public corporation provide, at the time of a control share acquisition, that this chapter applies to control share acquisitions of shares of such corporation, shares of such corporation acquired in such control share acquisition have only such voting rights as are authorized pursuant to the provisions of section five.
(b) A corporation may amend its charter or bylaws to eliminate a provision adopted pursuant to subsection (a), in which event this chapter shall not apply to any control share acquisition respecting the stock of such corporation which occurs after the effective date of such amendment.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110e - Regulation of Control Share Acquisitions of Foreign Corporations › Section 3 - Delivery of Control Share Acquisition Statement; Contents

Section 3. Any person who has made a control share acquisition or has made a bona fide written offer to make a control share acquisition may deliver to the issuing public corporation, personally or by registered or certified mail at its principal office, a control share acquisition statement which shall contain the following:—
(i) the identity of such person and any associate of such person who intends to acquire or has acquired beneficial ownership of shares of the issuing public corporation;
(ii) a statement that such control share acquisition statement is being made and delivered pursuant to this chapter;
(iii) the number and class or series of shares of the issuing public corporation beneficially owned by such person and each associate of such person prior to the control share acquisition;
(iv) the number and class or series of shares acquired or proposed to be acquired by such person pursuant to the control share acquisition and the range of voting power to which the control share acquisition is or, if consummated, would be subject pursuant to the provisions of subsection (c) of section one;
(v) a description of the terms and conditions of the proposed or completed control share acquisition, including but not limited to the prices paid by such person in the control share acquisition and the dates upon which the shares were acquired; and
(vi) if the control share acquisition has not been completed, a representation by such person that such person has the financial capacity to consummate the proposed control share acquisition, together with a statement in reasonable detail of the material facts upon which such representation is based.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110e - Regulation of Control Share Acquisitions of Foreign Corporations › Section 4 - Special Meeting of Stockholders; Notice

Section 4. (a) If the person delivering the control share acquisition statement so demands in writing contemporaneously with the delivery of such control share acquisition statement, the board of directors of the issuing public corporation, within ten days after the receipt of the demand, shall call a special meeting of stockholders for the purpose of considering whether voting rights shall be authorized for the shares acquired or to be acquired in the control share acquisition. The demand will not be effective unless accompanied by an undertaking to pay the corporation's reasonable expenses in connection with the special meeting but not including the expenses of the corporation incurred in opposing a vote to authorize voting rights for the shares acquired or proposed to be acquired in the control share acquisition. As promptly as reasonably practicable after the board has called the special meeting, the corporation shall give written notice of the special meeting to stockholders. Such notice shall be given not less than twenty days before the date of the special meeting. Unless the person delivering the control share acquisition statement and the corporation shall agree in writing to a later date, the special meeting shall be held not more than fifty days after the receipt by the corporation of the demand. If the person delivering the control share acquisition statement so requests in the demand, the special meeting will be held no sooner than thirty days after receipt by the corporation of the demand.
(b) If no demand respecting a special meeting of the issuing public corporation's stockholders is made in accordance with the provisions of subsection (a), consideration of the voting rights to be authorized for the shares acquired or to be acquired in the control share acquisition shall be presented at the next annual or special meeting of the corporation's stockholders notice of which has not been given prior to the receipt by the corporation of the control share acquisition statement.
(c) The notice to the issuing public corporation's stockholders of any annual or special meeting at which the voting rights to be accorded shares acquired or proposed to be acquired in a control share acquisition are to be considered shall be directed to all stockholders of record of the issuing public corporation as of the record date set for such meeting. Such notice shall include or be accompanied by a copy of the control share acquisition statement received by the issuing public corporation pursuant to this chapter and such other information as the issuing public corporation deems appropriate.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110e - Regulation of Control Share Acquisitions of Foreign Corporations › Section 5 - Authorization of Voting Rights for Shares Acquired in Control Share Acquisition

Section 5. Shares acquired in a control share acquisition shall have the same voting rights as all other shares of the same class or series of the issuing public corporation only to the extent authorized by vote of the stockholders of the issuing public corporation at any annual meeting of stockholders or special meeting of stockholders. Such authorization shall require the affirmative vote of the holders of a majority of all of the shares entitled to vote generally in the election of directors, excluding interested shares. Interested shares shall be disregarded for purposes of determining a quorum and shall not be entitled to vote with respect to such authorization. If no such vote is adopted, such shares shall regain their voting rights upon transfer to another person unless such transfer constitutes a control share acquisition by the acquirer, in which event the voting rights of such shares shall be subject to the provisions of this chapter.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110e - Regulation of Control Share Acquisitions of Foreign Corporations › Section 6 - Inconsistency With Other Laws; Applicability of Chapter

Section 6. If the jurisdiction under the laws of which an issuing public corporation is organized has adopted or adopts any law which expressly limits, restricts or otherwise affects the voting rights of any person in the event that such person acquires or proposes to acquire shares of such issuing public corporation which exceed or meet any level or range of ownership or voting powers specified in such law, and such law contains provisions that are expressly inconsistent with the provisions of this chapter as applicable to such issuing public corporation, the provisions of this chapter shall be inapplicable to such issuing public corporation to the extent necessary to resolve such inconsistency.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110f - Business Combinations With Interested Shareholders › Section 1 - Business Combinations With Interested Stockholders; Restrictions

Section 1. A corporation shall not engage in any business combination with any interested stockholder for a period of three years following the date that such stockholder became an interested stockholder, unless:
(a) prior to such date the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; or
(b) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least ninety percent of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding, those shares owned by (1) persons who are directors and also officers and (2) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
(c) on or subsequent to such date the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110g - Uniform Electronic Transactions › Section 3 - Application of Chapter; Transactions Governed by Other Laws

Section 3. (a) Except as otherwise provided in subsection (b), this chapter applies to electronic records and electronic signatures relating to a transaction.
(b) This chapter shall not apply to a transaction to the extent it is governed by:
(1) A law governing the creation and execution of wills, codicils or testamentary trusts;
(2) Chapter 106, other than sections 1–107 and 1–206, section 2 and section 2A of said chapter 106;
(3) This chapter applies to a transaction governed by the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. section 7001 et. seq., but is not intended to limit, modify or supersede section 101(c) of that Act, 15 U.S.C. section 7001(c). This chapter shall not apply to a signature, contract or other record, or otherwise to any transaction, to the extent it is governed by any of the laws or bodies of law indicated in the following subsection:—
(i) a statute, regulation, or other rule of law governing the creation and execution of wills, codicils, or testamentary trusts;
(ii) a state statute, regulation, or other rule of law governing adoption, divorce or other matters of family law;
(iii) court orders or notices, or official court documents, including briefs, pleadings and other writings, required to be executed in connection with court proceedings;
(iv) a statute, regulation, or other rule of law governing any notice of the cancellation or termination of utility services, including water, heat and power; or of the default, acceleration, repossession, foreclosure, or eviction, or the right to cure, under a credit agreement secured by, or a rental agreement for, a primary residence of an individual;
(v) a statute, regulation, or other rule of law governing the cancellation or termination of health insurance or benefits or life insurance benefits, excluding annuities;
(vi) a statute, regulation, or other rule of law governing recall of a product, or material failure of a product, that risks endangering health or safety; or
(vii) any document, required by a statute, regulation, or other rule of law governing, to accompany any transportation or handling of hazardous materials, pesticides or other toxic or dangerous materials.
(c) This chapter applies to an electronic record or electronic signature otherwise excluded from the application of this chapter under subsection (b) to the extent it is governed by a law other than those specified in said subsection (b).
(d) A transaction subject to this chapter shall also be subject to other applicable substantive law.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110g - Uniform Electronic Transactions › Section 5 - Transactions Governed by Chapter; Consent of Parties; Waiver

Section 5. (a) This chapter does not require a record or signature to be created, generated, sent, communicated, received, stored, or otherwise processed or used by electronic means or in electronic form.
(b) This chapter applies only to transactions between parties each of which has agreed to conduct transactions by electronic means. Whether the parties agree to conduct a transaction by electronic means is determined from the context and surrounding circumstances, including the parties' conduct.
(c) A party that agrees to conduct a transaction by electronic means may refuse to conduct other transactions by electronic means. The right granted by this subsection may not be waived by agreement.
(d) Except as otherwise provided in this chapter, the effect of any of its provisions may be varied by agreement. The presence in this chapter of the words ''unless otherwise agreed'', or words of similar import, shall not imply that the effect of other provisions may not be varied by agreement.
(e) Whether an electronic record or electronic signature has legal consequences is determined by this chapter and other applicable law.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110g - Uniform Electronic Transactions › Section 6 - Construction of Chapter

Section 6. This chapter shall be construed and applied:
(1) to facilitate electronic transactions consistent with other applicable law;
(2) to be consistent with reasonable practices concerning electronic transactions and with the continued expansion of those practices; and
(3) to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110g - Uniform Electronic Transactions › Section 7 - Electronic Signature; Enforceability; Satisfaction of Legal Requirements

Section 7. (a) A record or signature may not be denied legal effect or enforceability solely because it is in electronic form.
(b) A contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation.
(c) If a law requires a record to be in writing, an electronic record satisfies the law.
(d) If a law requires a signature, an electronic signature satisfies the law.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110g - Uniform Electronic Transactions › Section 8 - Information Provided in Electronic Form; Posting or Display of Records; Ability to Retain; Agreements Regarding Non-Use of United States Mail

Section 8. (a) If parties have agreed to conduct a transaction by electronic means and a law requires a person to provide, send or deliver information in writing to another person, the requirement is satisfied if the information is provided, sent, or delivered, as the case may be, in an electronic record capable of retention by the recipient at the time of receipt. An electronic record is not capable of retention by the recipient if the sender or its information processing system inhibits the ability of the recipient to print or store the electronic record.
(b) If a law, other than this chapter, requires a record to be posted or displayed in a certain manner, to be sent, communicated, or transmitted by a specified method, or to contain information that is formatted in a certain manner, the following rules apply:
(1) The record shall be posted or displayed in the manner specified in the other law.
(2) Except as otherwise provided in subparagraph (2) of subsection (d), the record shall be sent, communicated, or transmitted by the method specified in the other law.
(3) The record shall contain the information formatted in the manner specified in the other law.
(c) If a sender inhibits the ability of a recipient to store or print an electronic record, the electronic record shall not be enforceable against the recipient.
(d) The requirements of this section may not be varied by agreement, but:
(1) to the extent a law other than this chapter requires information to be provided, sent, or delivered in writing but permits that requirement to be varied by agreement, the requirement under subsection (a) that the information be in the form of an electronic record capable of retention may also be varied by agreement; and
(2) a requirement under a law other than this chapter to send, communicate, or transmit a record by regular United States mail, may be varied by agreement to the extent permitted by the other law.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110g - Uniform Electronic Transactions › Section 9 - Attribution of Electronic Signature; Effect

Section 9. (a) An electronic record or electronic signature is attributable to a person if it was the act of the person. The act of the person may be shown in any manner, including a showing of the efficacy of any security procedure applied to determine the person to which the electronic record or electronic signature was attributable.
(b) The effect of an electronic record or electronic signature attributed to a person under subsection (a) is determined from the context and surrounding circumstances at the time of its creation, execution, or adoption, including the parties' agreement, if any, and otherwise as provided by law.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110g - Uniform Electronic Transactions › Section 10 - Change or Error During Transmission of Electronic Record

Section 10. If a change or error in an electronic record occurs in a transmission between parties to a transaction, the following rules shall apply:—
(1) If the parties have agreed to use a security procedure to detect changes or errors and one party has conformed to the procedure, but the other party has not, and the nonconforming party would have detected the change or error had that party also conformed, the conforming party may avoid the effect of the changed or erroneous electronic record.
(2) In an automated transaction involving an individual, the individual may avoid the effect of an electronic record that resulted from an error made by the individual in dealing with the electronic agent of another person if the electronic agent did not provide an opportunity for the prevention or correction of the error and, at the time the individual learns of the error, the individual:
(A) promptly notifies the other person of the error and that the individual did not intend to be bound by the electronic record received by the other person; and
(B) takes reasonable steps, including steps that conform to the other person's reasonable instructions, to return to the other person or, if instructed by the other person, to destroy the consideration received, if any, as a result of the erroneous electronic record; and
(C) has not used or received any benefit or value from the consideration, if any, received from the other person.
(3) If neither subparagraph (1) nor subparagraph (2) applies, the change or error has the effect provided by other law and the parties' contract, if any.
(4) Subparagraphs (2) and (3) may not be varied by agreement.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110g - Uniform Electronic Transactions › Section 11 - Fulfillment of Notarization, Acknowledgement, Verification, or Oath Requirements

Section 11. If a law requires a signature or record to be notarized, acknowledged, verified, or made under oath, the requirement is satisfied if the electronic signature of the person authorized to perform those acts, together with all other information required to be included by other applicable law, is attached to or logically associated with the signature or record.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110g - Uniform Electronic Transactions › Section 12 - Retention Requirements

Section 12. (a) If a law requires that a record be retained, the requirement is satisfied by retaining an electronic record which:—
(1) accurately reflects the information set forth in the record after it was first generated in its final form as an electronic record or otherwise; and
(2) remains accessible for later reference.
(b) A requirement to retain a record in accordance with subsection (a) shall not apply to any information the sole purpose of which is to enable the record to be sent, communicated or received.
(c) A person may satisfy subsection (a) by using the services of another person if the requirements of that subsection are satisfied.
(d) If a law requires a record to be presented or retained in its original form, or provides consequences if the record is not presented or retained in its original form, that law is satisfied by an electronic record retained in accordance with subsection (a).
(e) If a law requires retention of a check, that requirement is satisfied by retention of an electronic record of the information on the front and back of the check in accordance with subsection (a).
(f) A record retained as an electronic record in accordance with subsection (a) satisfies a law requiring a person to retain a record for evidentiary, audit, or like purposes, unless a law enacted after the effective date of this chapter specifically prohibits the use of an electronic record for the specified purpose.
(g) This section shall not preclude a governmental agency of the commonwealth from specifying additional requirements for the retention of a record subject to the agency's jurisdiction.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110g - Uniform Electronic Transactions › Section 14 - Automated Transactions; Contracts

Section 14. In an automated transaction, the following rules shall apply:—
(1) A contract may be formed by the interaction of electronic agents of the parties, even if no individual was aware of or reviewed the electronic agents' actions or the resulting terms and agreements.
(2) A contract may be formed by the interaction of an electronic agent and an individual, acting on the individual's own behalf or for another person, including by an interaction in which the individual performs actions that the individual is free to refuse to perform and which the individual knows or has reason to know will cause the electronic agent to complete the transaction or performance.
(3) The terms of the contract are determined by the substantive law applicable to it.