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Shareholders in a closely held corporation  (e.g. a corporation whose stock is not freely traded and is held by only a few shareholders) owe fiduciary obligations to one another. The extent and parameters of these obligations is the subject of great tension between what the courts say should happen and what actually...

It should come as no surprise that just because your business is registered as an LLC, you are not completely shielded from potential liability. Indeed, LLC stands for limited liability companies, reflecting the notion that perhaps some liability exposure remains. Section 22 of the Massachusetts LLC Statute, codified at  Mass. Gen. Laws c. 156C,  (“MA LLC...

For purposes of this post, we want to talk about the rights and duties of LLC “members” without regard to whether an individual qualifies as a “member” – more on that another day. The rights and duties of LLC members fall into three basic categories:

The primary objective of financial due diligence is to develop a comprehensive and focused review to assist a potential buyer in the uation of a target business (“Target), usually in connection with a transaction. When you’re considering buying a company, or some part of it, the performance of proper...

A Limited Liability Company (“LLC”) is an unincorporated legal entity organized under a state limited liability company law that offers limited liability to all of its owners, who are called “members.” Massachusetts has codified its LLC laws as Mass. Gen. Laws c. 156C (“MA LLC Statute”). While all 50 states now have...

If you are at the point where you have either started a business or have decided to start a business, one of the many questions that are probably running through your mind is whether to incorporate. For purposes of this article, when I say “incorporate” or “incorporation”, I am really speaking broadly...

Welcome all to the first installment of the Innovator’s Counsel! This blog will, in the coming weeks and months, devote itself to issues of interest to innovators and entrepreneurs. Our goal is to make this blog a must read for those who have started a new business or who are interested in...