To Arbitrate or Not to Arbitrate– That is the Question

/in , , , /by

Arbitration – the private means of resolving a dispute – is a well- accepted and often encouraged alternative to the court system. Whether arbitration is the right choice for your business contract, however, is a more nuanced question.  As a starting point, all contracts should contain language regarding the resolution of disputes, including which state and/or country’s law will apply, where disputes will be resolved (a particularly important issue when parties are located in different states or countries) and whether arbitration or the court system will be used. It is this last choice that is the focus of this article.

Newsletter_March 2016

Newsletter: A Reminder of the Importance of Written Agreements

/in , , /by

A recent ruling of the Massachusetts Appeals Court, while reaching the fair and just result, serves as a cautionary tale of the importance of written agreements and a reminder of the adage that no good deed goes unpunished. Learn more about this case study:  A couple lent money to their son-in-law’s business after the son-in-law promised to provide personal guarantees for the loans. Despite his promises, he never signed written personal guarantees and never repaid his in-laws. Was the promise enforceable? Barrie-Chivian v. Lepler, 87 Mass. App. Ct 683 (2015).

Newsletter_October 2015

Newsletter: Court Rules Mortgage Borrowers Can’t Use “Try-Title” to Stop Foreclosure

/in , /by

Following a sharp increase in mortgage foreclosures, in the wake of a steep decline in the housing market, growing numbers of defaulted mortgage borrowers (typically homeowners) and their attorneys seized on the so-called “try-title statute,” G.L. c. 240, §§1-5, as a simple and low-cost way of forestalling foreclosure.

Newsletter_April 2015

Newsletter: Healthcare Providers Still At Risk Despite Recent “Worthless Services” Ruling

/in , /by

While healthcare providers may have felt some relief after a recent U.S. Court of Appeals decision regarding “worthless services,” this ruling does not eliminate the risk associated with such claims. In United States ex rel. Absher, et al. v. Momence Meadows Nursing Center, Inc., 764 F. 3d 699 (7th Cir. 2014), the Court overturned a $9 million verditct awarded to two whistleblowers under the federal False Claims Act (FCA).

View Newsletter (PDF)

Confidentiality Article Selected for “Best of” Section

/in , /by

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

/in , /by

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.

View Newsletter (PDF)

Newsletter: Assessing Your Business: An Annual Resolution

/in , , /by

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.

View Newsletter (PDF)

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

/in , , /by

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. 95, No. 3, a publication of the Massachusetts Bar Association.

Unlocking Instrinsic Value Through Appraising Rights

/in , /by

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 360, September 2013.

Newsletter: SJC Reinforces the Importance of Written Agreements Among Shareholders

/in , /by

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)