New England Biz Law Update

“Strength lies in differences, not in similarities.” — Stephen R. Covey “Diversity” in business means variance in gender, race, ethnicity, age, disability and experience. Few goals are more discussed, and yet so unachieved, as diversity on corporate boards of directors. ...

“Virtue has a veil, vice a mask.” — Victor Hugo Corporations insulate shareholders from liability for entity debts and obligations. That is the historical reason for the corporate form. Insulation is a vital element of a robust commercial system, permitting ...

This column examines the confusion in understanding fiduciary obligations of owners and managers of certain types of entities in different states, specifically Massachusetts and Delaware. Recognizing the different state judicial histories, and that law requires applying general principles to varied ...

Historically, this column has chronicled issues identified as “hot spots” that demand heightened attention from a board of directors. A review of these columns echoes the French axiom, “plus ca change plus la meme chose” — “everything changes and everything ...

“The last 10 years of IT have been about changing the way people work. The next 10 years of IT will be about transforming your business.” — Aaron Levie, CEO of Box This is a shallow dive in a deep ...

M&A is going to be red hot in 2018. High valuation multiples, dry powder, booming public markets, tax cuts. How can you fail? Beyond doing diligence and avoiding over-leverage, what information do you need to succeed as a business acquirer? ...

Delaware courts are altering the way in which they deal with minority shareholder complaints that M&A deal proceeds are inadequate. Just a couple of years ago, upon announcement of a merger or filing of a proxy statement, minority shareholders often ...

What state has more corporations than people? Delaware, with approximately 950,000 people and well over a million registered corporations. You would think that, given those demographics and the acceptance of Delaware courts as the premier authority in corporate law, practitioners ...

“Pay no attention to that man behind the curtain.” — Wizard of Oz There is an issue in board governance about which there is a body of useless literature: “constituency directorships.” When a director is designated to represent a particular ...

Recent developments in boardroom practice demonstrate the subtle traps into which board members might fall. A review of these developments, with much of the focus on Delaware law, follows. Joint CEO and chair? Under public company practice, controlled by the ...