Newsletter: Who is the Client?

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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.

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Newsletter: When a Release Doesn’t Release; December ruling requires different treatment regarding Massachusetts Wage Act

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Massachusetts employers may need to use new language in their releases, based on a December 2012 Supreme Judicial Court case.

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What CPAs Need to Know About Shareholder Duties in Closely-Held Corporations in Massachusetts

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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, including the definition of a closely-held corporation, the general rules that govern the shareholders of these entities, the importance of careful planning to avoid disputes among shareholders, and available remedies when disputes do arise.

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This article first appeared on MSCPAonline.org, Summer 2009.

Chapter 93 A and Post-Employment Conduct

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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 after the employment relationship has ended. This article provides an overview of Manning v. Zuckerman and discussion of various employment-related contexts under which the “Manning Rule” applies. Among other points, the article also covers the need for clear appellate authority in this area.

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Shareholder Duties and Disputes in Closely-Held Corporations in Massachusetts

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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 shareholders. In the years since this decision, courts have analyzed an array of issues involving management and control of closely-held corporations. This article reviews the ruling and then discusses significant developments that followed.

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Agree To Disagree: How To Break Up Without Destroying The Closely-Held Business

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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 allows them to each achieve their personal goals while striving either (a) to maintain the business as an existing entity or (b) to dissolve the business in an orderly fashion so that the individual owners can continue to do business, albeit in a different form.

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