New England Biz Law Update

Decades ago, the functions of public boards of directors were easily articulated: boards evaluated management, used best judgment, did not self-deal, and discharged the duties of care and loyalty. The primary role was overseeing strategy. Disinterested directors were protected by ...

The last few months have taught us a few things about financing and selling companies. Below are some current developments. Single purpose entities Many lenders attempt to prevent business borrowers from seeking bankruptcy relief, thus protecting their contractual collection provisions. ...

Recent regulatory and business developments must be on the radar screen of general counsel and brought to the attention of management and (as appropriate) the board, as the directors must monitor significant emerging enterprise risks. Does your company have the ...

In December, Congress passed, and the president signed, an omnibus federal budget. Attached was a “rider” prohibiting the Securities and Exchange Commission from requiring disclosure of corporate political contributions. The Supreme Court decision in Citizens United v. Federal Election Commission ...

Companies and individuals need to stay attentive to the bouncing ball that is the Securities and Exchange Commission. The commission has finally enacted a ridiculous regulation that the SEC itself never wanted, and suffered a substantial defeat before the U.S. ...

 “Directors are like parsley on fish — decorative but useless.” — Irving Olds, former chairman of Bethlehem Steel In litigation decided in May by the Delaware Supreme Court, minority shareholders (who were frozen out through a merger engineered by a ...

“It’s the End of the World as We Know It (And I Feel Fine)” — REM song title We enter now into the mature phase of considering cyber risk. We have seen the costly devastation most recently caused by cyber ...

Delaware has fully articulated case law defining fiduciary duties owed by owners and directors, and a rich tapestry of judicial decisions raising almost every imaginable factual scenario. Two recent decisions demonstrate the increasing complexity of the Delaware law. Bugs in ...

In the midst of an improving economy, a robust IPO market and a selective M&A landscape, the corporate world in 2014 leaves us with the usual variety of year-end ambiguities …   • CEO pay One thing I anticipated addressing ...

The frequency of cyber breaches, the reputational and financial effects of breaches, and their prevalence have become manifest. As I write this column, the front page of the Wall Street Journal is dominated by a mock FBI poster: “Wanted: Conspiring ...