Guarantors Beware: Guaranty May Survive Underlying Settlement

/in , , /by

It is not uncommon in a business deal for individuals—owners, for instance— to personally guarantee the business’s obligations to a third party (such as a lender or landlord). These types of arrangements are beneficial in situations where, for example, a lender is unwilling to do business with a startup or similar company that has a few or no assets, but will agree to enter into the deal so long as the business owner personally guarantees that the lender will be repaid on the debt or investment even if the business fails. Read more in this month’s newsletter.

May 2018 Newsletter

Marc Laredo Presents CLE on Closely-Held Businesses

/in , , , /by

Marc Laredo spoke for a Boston Bar Association CLE program entitled, “Small Businesses, Big Headaches: Ethical and Practical Challenges in Representing Closely-Held Businesses” in February 2018.  The distinguished panel of litigators and transactional lawyers addressed the special ethical and practical challenges facing attorneys whose practices involve closely held businesses.  Among the topics covered will be:

  • Impact of recent case law, including the WilmerHale,Cesari McKenna and Abrano decisions;
  • Identifying the clients and fiduciary duties owed to them;
  • Engagement letters: forming and terminating the attorney-client relationship;
  • Hot Potato withdrawals of representation;
  • Navigating conflicts among principals, including litigation and alternative dispute resolution; and
  • Representation of stakeholders in unrelated matters – potential future conflicts.

Limited Liability Under the Massachusetts Wage Act for Board Members and Investors

/in , , /by

The Massachusetts Wage Act (Ch. 149, §§ 148-150) permits lawsuits for unpaid wages to be brought against a company’s president, treasurer, or officers or agents having the management of the company. While the terms “president,” “treasurer,” and “officer” are relatively well-defined, until recently there was significant uncertainty about who qualified as an “agent having the management” of a company to be held personally liable under the Wage Act.

Read about the scope of personal liability for two groups of non-officers: investors and board members.

Newsletter_February 2018

Marc Laredo Presents as Panelist: Challenges in Representing Closely-Held Businesses

/in , , , /by

Marc Laredo presents as a panelist on the Boston Bar Association’s CLE program entitled, “Small Businesses, Big Headaches: Ethical and Practical Challenges in Representing Closely-Held Businesses.” Marc joins fellow distinguished litigators and transactional lawyers to address the special ethical and practical challenges facing attorneys who practices involve closely-held businesses. Topics include:

  • Impact of recent case law, including the WilmerHale, Cesari McKenna and Abrano decisions;
  • Identifying the clients and fiduciary duties owed to them;
  • Engagement letters: forming and terminating the attorney-client relationship;
  • Hot Potato withdrawals of representation;
  • Navigating conflicts among principals, including litigation and alternative dispute resolution; and
  • Representation of stakeholders in unrelated matters – potential future conflicts.

This program takes place on February 28, 2018 from 4-6pm at 16 Beacon Street in Boston, MA. For more information, or to register, please contact Marc directly, or visit the BBA website.

Eric Sigman Presents “Contract Review, Negotiation & Analysis” Program

/in , , /by

Eric Sigman is serving as faculty for the MCLE program entitled, “Contract Review, Negotiation  & Analysis.” Eric is part of a 3-person panel focusing on best practices for business contract review and negotiation. The program takes place on November 7th from 2-5pm at MCLE’s offices at 10 Winter Place in Boston. There is also a live and archived webcast of the presentation.

Matthew Kane Named to Best Lawyers in America

/in , , , /by

Matthew Kane was selected by his peers for inclusion in the 24th edition of theThe Best Lawyers in America© for his work in Commercial Litigation.

Matthew represents banks and other financial institutions, businesses and individuals in an array of business law matters and disputes concerning consumer finance, employment, construction, real estate and general litigation as part of the firm’s business litigation practice. He also has considerable experience in consumer financial services litigation, including mortgage and title litigation, civil check fraud, and fair debt collection matters.

Since it was first published in 1983, Best Lawyers® has become universally regarded as the definitive guide to legal excellence. Best Lawyers lists are compiled based on an exhaustive peer-review evaluation. 83,000 industry leading attorneys are eligible to vote (from around the world), and we have received almost 10 million evaluations on the legal abilities of other lawyers based on their specific practice areas around the world. For the 2018 Edition of The Best Lawyers in America©, 7.4 million votes were analyzed, which resulted in more than 58,000 leading lawyers being included in the new edition. Lawyers are not required or allowed to pay a fee to be listed; therefore inclusion in Best Lawyers is considered a singular honor. Corporate Counsel magazine has called Best Lawyers “the most respected referral list of attorneys in practice.”

Starting Your Own Business- The Franchise Model, Part II

/in , , /by

While the purchase of a franchise affords a business owner many crucial advantages in the marketplace over a traditional, non-franchise business, a prospective franchisee’s failure to properly conduct its due diligence, both independently and with the assistance of experienced advisors, can prove fatal to the business’s success. There are four important areas of due diligence. Read more in this month’s newsletter.

Newsletter_June 2017

Starting Your Own Business- The Franchise Model, Part 1

/in , , /by

Franchising is a popular avenue to entrepreneurship where the business owner is able to take advantage of the brand, systems and experience of a larger, more established enterprise. What makes franchising attractive to entrepreneurs is the ability to go into business for themselves but not by themselves. At its essence, franchising is a way to sell goods and services that involves a relationship between an entity that has an established brand and system (the franchisor) and an independent business owner (the franchisee).

Newsletter_May 2017

Marc Laredo Chairs CLE Program on Disputes in Closely-Held Service Businesses

/in , , , , /by

Marc Laredo served as the program chair for a recent CLE at the Massachusetts Bar Association on January 25, 2017.  The CLE was titled, “Disputes Among the Owners of Closely Held-Service Businesses.”  It covered how disputes among the owners of closely-held service businesses threaten the daily operations and future viability of professional service firms.  The distinguished panel discussed the duties of owners to each other and the entity, as well as the accounting perspective both for planning and breaking up service businesses. Finally, the panel discussed remedies for resolving disputes when they do arise, with a particular focus on the benefits of mediation.

Disputes Among Owners of Closely-Held Service Businesses

 

 

Chapter 93A Claims Against Corporate “Outsiders” Who Aid-and-Abet Insiders

/in , , /by

Massachusetts businesses and their owners are by now familiar with the rule that General Laws chapter 93A, a statute that bars unfair competition and unfair or deceptive acts or practices and provides for the possibility of double or triple damages plus attorneys’ fees, is inapplicable to intra-corporate and employment disputes. But could a claim under chapter 93A be brought against an outsider who aids and abets an insider’s breach of fiduciary duties? Read our newsletter for more information.

Newsletter_January 2017