The Innovator’s Counsel: Fiduciary Duty Claims – The “Freeze Out”
Previous IC blog posts have discussed the concept of “fiduciary duties” in a closely held corporation (e.g., one whose stock is not freely traded and is held by only a few shareholders) in general terms. This post discusses just one of a whole host of business litigation claims that are brought in...
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The Innovator’s Counsel: What Are Fiduciary Duties In a Closely Held Corporation?
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...
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The Innovator’s Counsel: LLC Basics – “Limited Liability,” What is it Good For?
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...
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The Innovator’s Counsel: LLC Basics – Rights and Duties of Members
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:
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The Innovator’s Counsel: Financial Due Diligence – Let’s Buy a Company!
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...
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The Innovator’s Counsel: A Bird’s Eye View of the Massachusetts LLC Statute
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...
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The Innovator’s Counsel: Second Edition
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...
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The Innovator’s Counsel
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...
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New Taxes for 2013
The package of US health care reform laws imposes new taxes starting in 2013. These are not part of the so-called “fiscal cliff”. A solution to the “fiscal cliff” will probably not affect the taxes discussed in this article.
Part 1 – 3.8% Surtax On Certain Amounts and Kinds...
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Employee Misclassification: A Caution to All Employers
For those businesses that utilize independent contractors as part of their business model, employee misclassification has become a major issue. It is one that is taking on increasing importance within the United States, as well as here in Massachusetts.
In Massachusetts, employers who are found to have misclassified their W-2...
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New Mass – Israel Partnership- Good Business for Massachusetts
Massachusetts Governor D Patrick is to be congratulated for his continued efforts to promote business relationships between Massachusetts and the State of Israel. This June, Massachusetts and Israel launched a new partnership designed to finance joint R&D projects in the life sciences, clean energy and technology industries. Please see, Massachusetts and Israel Unveil...
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Choosing the Legal Form of a Service or Professional Business — an Urban Legend
There are good reasons to organize a professional practice or other service business as a limited liability company (LLC) or a limited liability partnership (LLP), and there may also be good reasons not to. But, the matter is complicated and sometimes what is thought to be a good reason turns out to be...
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