James C. Donnelly, Jr.

Jim is a member of the litigation department whose practice focuses on civil litigation and business disputes with an emphasis on business torts, breach of fiduciary duty, corporate governance, unfair competition and intellectual property litigation. He advises clients on risk avoidance and dispute resolution, and serves as a mediator for business disputes. He also counsels clients on corporate governance in both the for-profit and non-profit sectors. He chaired the firm's Litigation Group from 1992 to 1996.

Jim has over 40 years of experience in trial and appellate courts in Massachusetts. He is admitted in several other jurisdictions, including the U.S. Courts of Appeals for the First, Second, Third and Seventh Circuits in Boston, New York, Philadelphia and Chicago, respectively; as well as the U.S. District Courts for the Districts of Massachusetts and the Northern District of Ohio; and the U.S. Tax Court. He has also been specially admitted for particular matters in state and/or federal courts in New Hampshire, Connecticut, Illinois, Texas and Washington State. He is an experienced negotiator and has served as a court-appointed master and mediator in complex business disputes.

Jim has been named a Massachusetts "Super Lawyer" by Boston magazine and Law & Politics every year since 2009. Jim has been selected by his peers for inclusion in The Best Lawyers in America© 2020 in the fields of Appellate Practice; Banking and Finance Law; Commercial Litigation; Corporate Governance Law; Corporate Law; and Litigation – Intellectual Property. First listed in 2012. Jim has received an AV® Preeminent Peer Review Rating by Martindale-Hubbell, the highest rating available for legal ability and professional ethics.

Jim holds leadership positions as an officer and trustee in cultural and education organizations including the Worcester Art Museum and the American Antiquarian Society an internationally renowned independent historical research library. In 2014, the Worcester Telegram & Gazette recognized Jim’s service as president of the Higgin’s Armory Museum with the Vision 2014 Cultural Enrichment Award.

Bar & Court Admissions

  • Massachusetts
  • U.S. Courts of Appeals for the First, Second, Third and Seventh Circuits
  • U.S. District Courts for the Districts of Massachusetts and the Northern District of Ohio
  • U.S. Tax Court
  • Boston College Law School JD, cum laude (1973)
  • U.S. Army Lieutenant, Army Commendation Medal for Meritorious Service (1968-1970)
  • Dartmouth College BA (1968)
  • Successfully represented a committee of independent directors in avoiding derivative claims by a minority shareholder of a private company
  • Successfully challenged the decision of a public company’s special litigation committee to terminate a shareholder derivative action alleging executive misconduct, played a significant role in a proxy contest and forced a resolution that ultimately generated approximately $64 million for shareholders. The case is the subject of a Harvard Business School Case Study and is featured in a recently published book on corporate governance
  • Recovered on behalf of investors a $4 million settlement from the CEO of a public company, paid by the CEO personally for breach of fiduciary duty
  • Secured a judgment of more than $6 million against a director who misappropriated funds that were intended for investment in a corporation
  • Led the Higgins Armory Museum, as board president, in a highly acclaimed integration with the Worcester Art Museum
  • Negotiated a $1.5 million settlement of patent infringement claims against a large international business-news media company
  • Secured a settlement of $1 million during trial in a corporate opportunity case against officers of a private company
  • Represented the audit committee of a public company in an internal investigation
  • Represented an officer of a public company in a joint securities fraud investigation by the Department of Justice and the SEC
  • Successfully defended the chairman of the board of a public company in a special investigation that avoided SEC enforcement actions
  • Successfully defended a former CEO from company allegations of improper conduct, and subsequently obtained an arbitration award compelling the company to fully reimburse the entire cost of the client's defense
  • Obtained injunctions in trademark infringement cases and successfully defended them on appeal
  • Defeated a motion for preliminary injunction and subsequently obtained an arbitration award in a complex trade secret case establishing that the client had legitimately acquired the right to use the plaintiff's allegedly secret manufacturing technology, valued at $10 million, without royalty obligations
  • Obtained a judgment for triple damages plus attorneys' fees exceeding $1 million in a construction contract dispute
  • Obtained an appellate decision that required an insurer to defend and indemnify its insured in a case disputing coverage and ordered the insurer to reimburse attorney fees
  • Obtained a landmark appellate decision from the Supreme Judicial Court of Massachusetts ruling that newspapers are exempt from sales and use tax based on the proportion of space devoted to advertising
  • Obtained a landmark appellate decision from the Supreme Judicial Court of Massachusetts exonerating senior hospital officials from claims that they wrongfully terminated hospital privileges and engaged in improper electronic eavesdropping on a medical staff physician
  • Obtained from the U.S. Court of Appeals a decision vacating a judgment for the defendants granting judgment on liability for the plaintiff in a case interpreting complex insurance contracts, directing judgment for the plaintiff and remanding to the U.S. District Court for calculation of damages
  • Obtained a decision from the Appellate Tax Board exempting the Hotel at University of Massachusetts from room occupancy tax
  • Advises and represented the New England Association of Schools and Colleges (NEASC) in negotiating a separation and affiliation agreement with the New England Commission of Higher Education
  • Litigated a broad range of disputes to final decisions at the trial and appellate levels
  • Frequently negotiated private resolutions of such disputes
  • Served as a court-appointed master supervising discovery and successfully mediating the settlement of a complex shareholder dispute
  • Counseled and represented business organizations on a broad range of risk management strategies that do not include litigation  


  • "Case offers lessons on executive employment terminations," New England In-House Counsel, May 30, 2017 (co-author)
  • Massachusetts Bar Association Annual In-House Counsel Conferences (2006-2016); Organizer and Panel Chair leading panels on professional responsibilities of in-house counsel for corporate governance, best practices for internal investigations, corporate risk analysis and risk management, etc.
  • “The Higgins Armory Museum and Worcester Art Museum Integration: A Case Study in Combining and Transforming Mature Cultural Institutions,” The Legal Guide for Museum Professionals (Rowman & Littlefield 2015) (co-author)
  • Contributing author, Mirick O'Connell Business Law e-Report
  • "Attorneys Fees in Insurance Coverage Litigation: A Partial Reaffirmation of the American Rule," Boston Bar Journal, no. 1 (January/February 2007)(co-author)
  • "Avoiding Class Action Law Suits Concerning Lease Insurance Programs," Journal of Equipment Leasing, no. 3 (Fall 2006)
  • "Guilty Until Proven Innocent? The Reverse Burden of Proof and 'Strict Scrutiny' vs. the Business Judgment Rule in Cases of Fiduciary Duty," Massachusetts Bar Association Section Review, no. 3 (2006)(co-author)
  • A Short Summary of Massachusetts Law Concerning Rights & Obligations of Shareholders of Close Corporations, Massachusetts Bar Association CLE Publications (co-author)
  • "A Matter of Trust: The Impact of Fiduciary Duty on Private Companies," Worcester Business Journal (May 2, 2005)(co-author)
  • "The Right to Anonymous Speech: Cybersmear Suits and the First Amendment," Boston Business Journal (February 1, 2002)
  • "Trademarks, Domain Names and the World Wide Web: The Anticybersquatting Consumer Protection Act of 1999 and The ICANN Uniform Domain Name Dispute Resolution Policy," Reprinted from MBA and included in course materials for seminar entitled, "How to Identify and Protect Trademarks" in October, 2001,
  •  "Privacy and Security on the Internet: What Rights, What Remedies?" Reprinted and published as part of course materials for a seminar entitled "Data Privacy in the New Information Age", MCLE, 2001, product #20011904430 on April 12, 2001
  • "Setback for Internet Privacy Class Action Plaintiffs: Double Click Wins First Round, "Reprinted and published as part of course materials for a seminar entitled "Data Privacy in the New Information Age", MCLE, 2001, product #20011904430 on April 12, 2001
  • "Cyberpiracy Law Brings Trademark Protection Against Cybersquatters," Massachusetts Lawyers Weekly (June 12, 2000)
  • "Copyright Law Won't Always Protect Your Software From Copycats," Mass High Tech (February 1-7, 1999)
  • "To Avoid Trademark Law Violations, Don't Confuse The Consumer," Banker & Tradesman (March 9, 1998)
  • "In Business, Imitation Is Not Always Flattery," New England Real Estate Journal (September 5, 1997)
  • "Shareholder Disagreements In Closely Held Companies: Breaking Up Is Hard To Do," Boston Business Journal (November 7-14, 1997)
  • "Trade Secrets and the Renegade Entrepreneur:  The Practical Art of Protecting Trade Secrets," The Best of MCLE Journal, no.3 (May 1991)(co-author)

Professional / Community Affiliations

  • Business Litigation Session Advisory Committee of the Massachusetts Superior Court, co-chair
  • Massachusetts Bar Association, Judicial Administration Section Council, past chair; House of Delegates, former member; Annual In-House Counsel Conference, co-chair, Business Law Section Council and Appellate Bench Bar Committee
  • Worcester County Bar Association, former co-chair, Federal Court Committee
  • Worcester Art Museum, vice president, trustee
  • American Antiquarian Society, treasurer and councilor
  • Higgins Armory Museum, former president and trustee
  • Worcester Center for Crafts, former trustee
  • Greater Worcester Community Foundation, corporator, Monitoring and Evaluation Committee, past member
  • Dartmouth Club of Central Massachusetts, former president; president,Officers' Association, president
  • Dartmouth Alumni Council, former member