Chokel v. Genzyme Corp.

van Gestel, J.

This matter is before the Court on the defendants’ motion to dismiss the complaint pursuant to Mass.R.Civ.P. Rule 12(b)(6). The plaintiff, Jeffrey D. Chokel (“Chokel”), has sued Genzyme Corporation and each member of its Board of Directors (collectively “Genzyme” or as appropriate “the “Directors”) , in connection with a decision by the Directors to exercise a right conferred by Genzyme’s Articles of Organization to exchange certain Biosurgery Division ’’tracking" shares for Genzyme General Division stock.

BACKGROUND

The facts that follow are taken from the complaint and, in some…