Confidentiality Article Selected for “Best of” Section

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The American Bar Association Solo, Small Firm and General Practice Division’s magazine, GPSolo, will feature the article “Is Confidentiality Really Forever?” by Partner Marc Laredo and Anne Klinefelter, associate professor and director of the University of North Carolina law library. The article will be part of their “The Best of ABA Sections,” a compilation in their September/October 2014 issue of some of the best articles published by the ABA’s sections, forums, and divisions. This article was originally published in the ABA’s journal Litigation.

Newsletter: Court Requires Self-Incrimination Warning for Some Grand Jury Witnesses

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The Supreme Judicial Court recently issued an important ruling concerning the rights of individuals testifying before a grand jury. In Commonwealth v. Woods, 466 Mass. 707 (2014), the court announced a prospective rule requiring self-incrimination warnings to be given to all grand jury witnesses who, at the time of their testimony are, or are likely to become, a target of that grand jury investigation.

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Newsletter: Assessing Your Business: An Annual Resolution

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Regular check-ups are important – for you, your house, your car and your business. The start of a new year is a good time to review your company’s legal needs. Each year, as a courtesy and an important part of our client relationships, we ask our business clients a series of detailed questions about their companies.

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When May a Corporation Assert the Attorney-Client Privilege and the Work Product Doctrine Against Its Own Directors?

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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.

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This article first appeared in Massachusetts Law Review Vol. 95, No. 3, a publication of the Massachusetts Bar Association.

Unlocking Instrinsic Value Through Appraising Rights

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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.

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This article first appeared in the Law 360, September 2013.

Newsletter: SJC Reinforces the Importance of Written Agreements Among Shareholders

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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.

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How New Trade Secret Legilation Impacts Pharma Compliance Programs

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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 and underscore the importance of re-assessing the company’s policies, training and internal controls relating to trade secrets and other proprietary information. This article outlines how taking proactive measures, pharmaceutical companies can leverage the strengthened EEA to improve an often neglected but increasingly important area of compliance that is directly tied to entrerprise risk management.

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This article first appeared in the Pharmaceutical Compliance Monitor, March 2013.

Caronia and the ‘New’ 1st Amendment Safe Harbor

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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 some constitutional protection under the First Amendment, prior to Caronia efforts to get the issue before the federal courts have come up short. Amendment protection, will the U.S. Food and Drug Administration someday have to consider drafting guidance on a First Amendment safe harbor?

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This article first appeared in the Law 360, December 2012.

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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