For those who have been involved in formal litigation, you will recognize the term “discovery” as meaning the phase in a lawsuit where the parties attempt to gather as much factual information as possible from one another. One of the … Read more »
The Innovator’s Counsel: Default LLC Provisions in Absence of an Operating Agreement
As noted in previous IC blog posts, Massachusetts has codified its Limited Liability Company (“LLC”) laws at Mass. Gen. Laws c. 156C (“MA LLC Statute”). In the event individual members of an LLC fail to contemplate and adopt a comprehensive … Read more »
The Innovator’s Counsel: Massachusetts New Earned Sick Time Law
As of July 1, 2015 (the “Effective Date”), employers in Massachusetts must be prepared to deal with the implications of a new law regarding earned sick time. The new law requires employers who employ eleven (11) or more people to … Read more »
The Innovator’s Counsel: Fiduciary Duty Claims – The “Freeze Out”
Previous IC blog posts have discussed the concept of “fiduciary duties” in a closely held corporation (e.g., one whose stock is not freely traded and is held by only a few shareholders) in general terms. This post discusses just one … Read more »
The Innovator’s Counsel: What Are Fiduciary Duties In a Closely Held Corporation?
Shareholders in a closely held corporation (e.g. a corporation whose stock is not freely traded and is held by only a few shareholders) owe fiduciary obligations to one another. The extent and parameters of these obligations is the subject of … Read more »
The Innovator’s Counsel: LLC Basics – “Limited Liability,” What is it Good For?
It should come as no surprise that just because your business is registered as an LLC, you are not completely shielded from potential liability. Indeed, LLC stands for limited liability companies, reflecting the notion that perhaps some liability exposure remains. … Read more »
The Innovator’s Counsel: LLC Basics – Rights and Duties of Members
For purposes of this post, we want to talk about the rights and duties of LLC “members” without regard to whether an individual qualifies as a “member” – more on that another day.
The rights and duties of LLC members … Read more »
The Innovator’s Counsel: Financial Due Diligence – Let’s Buy a Company!
The primary objective of financial due diligence is to develop a comprehensive and focused review to assist a potential buyer in the uation of a target business (“Target), usually in connection with a transaction.
When you’re considering buying a company, … Read more »
The Innovator’s Counsel: A Bird’s Eye View of the Massachusetts LLC Statute
A Limited Liability Company (“LLC”) is an unincorporated legal entity organized under a state limited liability company law that offers limited liability to all of its owners, who are called “members.” Massachusetts has codified its LLC laws as Mass. Gen. … Read more »
The Innovator’s Counsel: So You Want to Form an LLC? Here Are the Basics in Massachusetts
There are some unique LLC (Limited Liability Companies) formation requirements in Massachusetts. Applicants must register with the Corporations Division of the Secretary of the Commonwealth (“Corporations Division” or “Secretary’s Office”), which includes the filing of necessary forms, paying application fees … Read more »