What is a Fiduciary Duty?
I didn’t understand fiduciary duties in school and during my first few years of practice. They were taught as a confusing array of cases that seemed indistinguishable from each other. I had a vague sense that Delaware and Massachusetts represented the extremes of the national discourse but I couldn’t tell you why...
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Aiding and Abetting a Breach of Fiduciary Duty
Most businesses are run through legal entities like corporations or LLCs that in turn may be owned by other corporations and LLCs. These entities are legally separate from the individuals who own or manage them, which is one of the reasons corporations may not represent themselves in court. However, individuals can sometimes...
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20 Questions: Is Your Business Partnership in Trouble?
While occasional conflict between partners is a sign of a healthy business, and while
some business partners just have high volume communication styles, persistent
issues may indicate deeper problems. On the other hand, if partners never disagree,
it may mean they are avoiding conflict. If you are concerned, you can ask yourself (and your partner)...
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some business partners just have high volume communication styles, persistent
issues may indicate deeper problems. On the other hand, if partners never disagree,
it may mean they are avoiding conflict. If you are concerned, you can ask yourself (and your partner)...
The Corporate Transparency Act Is Off Again – For Now
After years of back-and-forth drama, the Corporate Transparency Act appears to have been defanged, at least for the moment. Until nationwide injunctions brought the process to a halt late last year, most newly formed and small entities were required to file a report with a branch of the U.S. Treasury Department called...
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New Federal Rule Banning Noncompetes; Exception for Sale of a Business
On April 23, 2024 the Federal Trade Commission issued a final rule banning certain noncompetition agreements in the United States.
Many clients have been asking how this new rule impacts noncompetition agreements entered into in connection with the sale of a business. Answer: Under § 910.3 (a) of the rule, the FTC...
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Partner Disputes and Shareholder Disputes in the Age of COVID-19
We have recently seen an increase in partner disputes and shareholder disputes in the age of COVID-19. The disruptions of 2020 are taking a toll on closely-held businesses.
Why now? A few sets of stressors seem to be uncovering or exacerbating conflicts. Remote work and the need to adjust headcounts...
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Federal Coronavirus Relief for Your Business
While COVID-19 continues to spread, the Federal Government has taken a number of steps and adopted many new programs to help businesses meet their needs in the face of today’s economic challenges.
Paycheck Protection Program The Paycheck Protection Program may be particularly helpful for your business as it authorizes up...
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Annual Reporting Season: A New Year For Your Business
Each year Massachusetts corporations (and many non-Massachusetts corporations doing business in Massachusetts) must file an Annual Report with the Corporations Division of the Massachusetts Secretary of the Commonwealth within two and one half (2½) months after the close of the corporation’s fiscal year.* For many corporations, this means they must...
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The Innovators’ Counsel: The ADA And Your Small Business – Public Accommodations
Title III of the Americans with Disabilities Act (hereinafter “ADA”) requires public accommodations to provide goods and services to people with disabilities on an equal basis with the rest of the general public. The stated goal is to afford every individual the opportunity to benefit from our country’s businesses and services, and...
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The Innovators’ Counsel: Fiduciary Duty Claims – Interference with Contractual or Business Relations, Vol. 2
Our last IC post began exploring the business litigation tort of interference with contractual or business relations. As previously noted, such claims typically arise in the context of business competition; e.g., where one party who has been unsuccessful in retaining or winning a third party’s business alleges improper interference by the successful competitor.
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The Innovators’ Counsel: Fiduciary Duty Claims – Interference with Contractual or Business Relations, Vol. 1
In early April, IC explored the business tort know as a “freeze-out.” (April 6, 2015 IC post). Another claim that is often asserted in business litigation is interference with contractual or business relations. Interference with business relations and interference with contractual relations are actually two separate torts (distinguished below)....
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The Innovator’s Counsel: Safe Harbor Period for Massachusetts New Earned Sick Time Law
Recently, the Innovator’s Counsel notified you of the new Massachusetts statute regarding earned sick time (previous post), which is going into effect on July 1, 2015. However, the Office of the Attorney General of Massachusetts, the office tasked with the enforcement of the new statute, recently released a notification informing the public that...
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