MSDN has the answer:
Choosing Between Classes and Structures.
Basically, that page gives you a 4-item checklist and says to use a class unless your type meets all of the criteria.
Do not define a structure unless the
type has all of the following
characteristics:
- It logically represents a single value, similar to primitive types
(integer, double, and so on).- It has an instance size smaller than 16 bytes.
- It is immutable.
- It will not have to be boxed frequently.