What happens when important principles of corporate governance—the right of a company to unfettered, confidential legal advice and the responsibilities of a director of a corporation—clash? This is the dilemma addressed by the Supreme Judicial Court in Chambers v. Gold Medal Bakery, Inc. View Article (PDF) This article first appeared in Massachusetts Law Review Vol. […]
Marc Laredo spoke to a class of Northeastern University entrepreneurship students in November 2013 on the role of a lawyer in a new business: why entrepreneurs need lawyers and how to hire a lawyer who’s a good match for the company.
A recent Supreme Judicial Court decision serves as a stark reminder of the importance of email in white collar criminal prosecutions and how the government’s ability to obtain search warrants for emails must be properly balanced against a criminal defendant’s right to preserve the confidentiality of emails with his or her attorney. View Newsletter (PDF)
On September 26, 2013, Marc Laredo chairs “Representing the Closely-Held Entity—How to Avoid Disputes and Resolve Them When They Arise,” a Massachusetts Bar Association continuing legal education course. The discussion will include selecting the proper type of entity; the appropriate structure of funding; the importance and type of written agreements and other documents for owners; […]
By Laredo & Smith The Delaware Courts have made clear that fair value in the context of an appraisal of a corporation’s going concern is distinct from a market-based merger price for the stock of that corporation. This article covers the instrinsic value of appraisal rights. View Article (PDF) This article first appeared in the Law […]
This seems like a simple question, but in the case of a company or other type of entity, the answer can have important ramifications for both the client and the attorney. View Newsletter (PDF)
In Merriam v. Demoulas Super Markets, Inc., 464 Mass. 721 (2013), the Supreme Judicial Court reaffirmed the importance of carefully negotiating and crafting agreements regarding shareholder rights and duties in closely held corporations. View Newsletter (PDF)
Partner Mark Smith joined Hon. Carol S. Ball, Hon. Frances A. McIntyre, James H. O’Brien, and Penny Haney, PhD as speakers at the May 15, 2013 Boston Bar Association Criminal Law Section seminar on state court white collar sentencing. The group discussed white collar sentencing and disposition strategy, strategy for using the lobby conference to […]
Partner Marc Laredo served as co-chair of the Massachusetts Bar Association Law Day 2013 committee. Attorneys celebrated Law Day in May with presentations at nine high schools from Amherst to Fall River. This year’s topic was “Realizing the Dream: Equality for All,” honoring the 150th anniversary of the Emancipation Proclamation.
Massachusetts employers may need to use new language in their releases, based on a December 2012 Supreme Judicial Court case. View Newsletter (PDF)
By Laredo & Smith Two enacted criminal statutes have raised the stakes not only for individuals and corporations that misapporpriate another company’s trade secrets, but also for the companies responsible for safeguarding those trade secrets from theft. For the legal, human resources, and complaince departments of a pharmaceutical company, these statutes create both risks and opportunities […]
Partner Mark Smith co-chaired and spoke at the Boston Bar Association Continuing Legal Education course “Recent Developments in the Foreign Corrupt Practices Act and Public Corruption and Government Prosecution,” held February 12, 2013. He also moderated the panel on Public Corruption and Fraud Prosecutions, which included discussion on the new emphasis on prosecuting public corruption […]
Cutting Edge Issues in Criminal Law was the focus at the BBA on January 15, 2013 when L&S Partner Mark Smith moderated discussion of recent changes and issues for 2013, including new priorities for the Inspector General’s office and the status of the state crime lab investigation.
By Laredo & Smith The Second Circuit decision vacating Alfred Caronia’s criminal misbranding conviction on free speech grounds has been hailed as a landmark First Amendment case and a victory for the pharmaceutical company. Although lawyers and commentators have been arguing since the 1990s that off-label promotion (at least when accurate and non misleading) deserves […]
In August 2012, Marc Laredo was reappointed the Co-chair for the Massachusetts Bar Association’s Law Day Task Force.
Attorney Marc Laredo and University of North Carolina Assoc. Professor and Director of the Law Library Anne Klinefelter ran a session entitled “Attorney-Client Confidentiality Challenges” at the American Association of Law Libraries national meeting on July 22, 2012.
L&S partners Marc C. Laredo and Mark D. Smith were named “Top Rated Lawyers” in the 2012 LexisNexis Martindale-Hubbell list included in the April 26, 2012 Boston Globe. They are rated AV® Preeminent™, the highest peer review rating available.
By Marc. C. Laredo CPAs need to understand the rights and obligations that shareholders of closely-held businesses in Massachusetts owe to one another. CPAs also play a critical role in helping shareholders craft agreements and resolve disagreements among themselves. This article provides an overview of the legal framework in which closely-held corporations in Massachusetts function, […]
By Marc C. Laredo The Massachusetts Unfair and Deceptive Trade Practices Act (Chapter 93A) does not apply to disputes between employers and employees or among members of the same legal entity. It is far less clear as t whether and when a Chapter 93A claim will survive when it concerns conduct or events that occur […]
By Marc C. Laredo Over thirty years ago, the Supreme Judicial Court issued its landmark ruling in Donahue v. Rodd Electrotype Co. of New England, Inc. in which it established standards for the governance of closely held corporations in Massachusetts and held that each shareholder in a closely-held corporation owes a fiduciary duty to other […]
By: Marc C. Laredo, Esq. Laredo & Smith, LLP The break up of a closely-held business, if not properly managed, can have disastrous consequences for all concerned. There is a means, however, for avoiding, or at least tempering, the negative effects of a break up: a well-crafted, written agreement between or among the founders that […]
By Marc C. Laredo The attorney-client privilege protects confidential communications — between a client or prospective client and an attorney — made for the primary purpose of obtaining legal advice or assistance. This is an update to the previously published article by Marc Laredo on attorney-client privilege in the business context in Massachusetts. View Article […]
By Marc C. Laredo The attorney-client privilege protects confidential communications — between a client or prospective client and an attorney — made for the primary purpose of obtaining legal advice or assistance. Except in a few limited circumstances, the attorney cannot reveal these confidential communications to a third party or in the course of any […]
By Marc C. Laredo Virtually all business entities have information that they consider proprietary and confidential. Whether such information is truly a trade secret whose use by others can be limited or barred depends on a number of factors, including the nature of the information sought to be protected and the measures taken to preserve […]