Violation of corporate statute does not trigger breach of fiduciary duty

August 23, 2006

The Massachusetts Appeals Court, in O’Brien v. Pearson, overturned a lower court decision and held that the failure to follow the two-thirds voting requirement for the sale of substantially all of a corporation’s assets, as required by M.G.L. ch. 156B, Sec. 75, does not equate automatically create a breach of fiduciary duty.

Read the full article →

50+ companies under scrutiny for past option grants

July 6, 2006

The Wall Street Journal is keeping a good list of public companies that are under some kind of scrutiny for option granting practices that potentially involve backdating.  The list (which can be found here) currently stands at 59 and includes the following companies:

Read the full article →

MA: Dismissal of at-will employee for cost-cutting reasons is for “good cause”

June 27, 2006

In the case of Ronald A. York vs. Zurich Scudder Investments, Inc., the Massachusetts Appeals Court held that an at-will employee’s dismissal as part of a cost-cutting initiative was for “good cause” and, therefore, the lower court properly ruled on summary judgment against the employee’s claims of breach of contract, breach of the implied [...]

Read the full article →

1st Circuit: No corporate right to 5th amendment privileges

June 24, 2006

A recent 1st Circuit Court of Appeals case has a nice summary of the various decisions and doctrines preventing corporate entities from asserting 5th amendment privileges against self-incrimination. The case, Amato v. US, involved a subpoena to produce corporate records for a corporation whose sole shareholder, officer and employee was the target of a criminal [...]

Read the full article →

Massachusetts appeals court: personal guaranty not signed under seal is subject to 6 year statute of limitations

June 15, 2006

The Appeals Court of Massachusetts affirmed a summary judgment motion holding that a personal guaranty that was not signed under seal was subject to a 6 year statute of limitations under M.G.L. c. 260, § 2 for contracts an not the 20 year statute of limitations (M.G.L. c. 260, § 1) which applies to promissory [...]

Read the full article →

MA: Close corporation ordered to purchase widow’s shares

June 15, 2006

The Massachusetts Appeals Court in Brody v. Jordan upheld an equitable remedy ordering a closely held corporation to purchase the shares of a “frozen out” widow of a shareholder. The Appeals Court noted that while it was not aware of another appellate decision ordering such a remedy, that result was supported by Donahue v. [...]

Read the full article →

Home Depot directors skip annual meeting; shareholder wrath

June 2, 2006

At last week’s annual meeting all 10 of Home Depot’s outside directors skipped the annual meeting and shareholders responeded by withholding at least 30% of the votes for 10 of 11 directors.

Read the full article →

The US Supreme Court’s four-factor test for injunctions in patent cases

May 20, 2006

The US Supreme Court’s decision in eBay v. MercExchange has been covered extensively on other sites so I will just re-produce the central holding in the case for the casual reader:

Read the full article →

MA: memo to employees may give rise to claims of breach of contract and covenant of good faith and fair dealing

May 4, 2006

In the case of Eigerman v. Putnam Investments, Inc. the Massachusetts Court of Appeals considered the impact of a memo sent to employees that encouraged them not to tender company shares for re-purchase under the company’s equity compensation plan.

Read the full article →

Backdating options: fallout continues

May 2, 2006

The fallout continues from investigations into backdating stock options as Comverse announces resignations of its CEO, General Counsel and CFO as a result of a board of directors’ probe.

Read the full article →

← Previous Entries

Next Entries →