Payal Salsburg moderated a Boston Bar Association panel, “Representing Closely Held Businesses Post-Baker v. WilmerHale: A Delicate Dance” on January 7, 2019. The description provided by the Boston Bar Association reads:
In Baker v. WilmerHale, the Massachusetts Appeals Court permitted minority members of an LLC to sue outside counsel for breaching its fiduciary duty by orchestrating a “freeze out” in favor of the majority members. This brown bag program will focus on the delicate balance that outside counsel must maintain when confronted with power struggles between owners of a closely-held corporation:
- Who is your client?
- Do you owe fiduciary duties to third parties?
- When the majority owners give you instructions, should you – or must you – disclose them to the minority?
- Do you advise everyone to get separate counsel? Is it reasonable?
In this discussion, panels covered a range of pressing issues that have arisen in the wake of the Baker decision. The event was sponsored by the Business and Commercial Litigation sections, as well as the Ethics Committee.