NEW ENGLAND LEGAL FOUNDATION and
ASSOCIATED INDUSTRIES OF MASSACHUSETTS
invite you to attend their
Spring Breakfast Program
Wednesday, May 3, 2017; 7:30-9:30 A.M.
Boston College Club, 100 Federal Street, Boston, Massachusetts
THE IMPACT OF THE SUPREME JUDICIAL COURT’S MARCH 6, 2017, DECISION IN IBEW LOCAL NO. 129 V. TUCCI
 
About the Program
 
In its seminal decision on March 6, 2017, regarding EMC’s merger with Dell, IBEW Local No. 129 v. Tucci, the Supreme Judicial Court clarified the question of directors’ fiduciary duty under Massachusetts corporate law and resolutely distinguished the law of Massachusetts in this area from the law of Delaware. At the heart of the case was the legal question whether directors of a Massachusetts publicly traded corporation, in addition to the duty they owed to the corporation, also owed a separate fiduciary duty directly to the shareholders.  In its decision, the Court affirmed that directors of a publicly traded corporation owe a single fiduciary duty to act in the best interests of the corporation, and in doing so may consider its various constituents’ interests, but have no separate duty to act solely in the interest of its shareholders. The Court, for the first time, also clearly distinguished the fiduciary duty owed by directors in that context from shareholder-based duties owed in close corporations and in majority shareholder controlled corporations.   Our panelists will discuss the decision itself, its impact upon the development of Massachusetts’ distinct body of corporate law, and whether, in light of this decision, companies currently doing business or starting up in Massachusetts should consider incorporating or re-incorporating under Massachusetts law.
  
Moderator and Panelist:
 

• Thomas J. Dougherty, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

 
Panelists:

• Ian D. Roffman, Esq., Partner, Nutter McClennan & Fish, LLP
• Kurt Wm Hemr, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP
• John Pagliaro, Esq., Staff Attorney, New England Legal Foundation
• Elizabeth M. McCarron, Esq., Senior Vice President, Business Litigation, Dell Technologies
• Paul T. Dacier, Esq., Executive Vice President and General Counsel, Indigo Agriculture; former Executive Vice President and General Counsel, EMC Corporation

Details:

• 7:30-8:00 a.m. Buffet Breakfast
• 8:00-9:30 a.m. Panel Discussion

 
There is no cost to attend this program, but seating is limited, so please reserve your place as soon as possible. 
 
To Register:
 
Please RSVP by return email (info@nelfonline.org) or by calling NELF at (617) 695-3660.

Spring Breakfast Program
Monday, May 9, 2016
Boston College Club, 100 Federal Street
Boston, Massachusetts

THE UNTIMELY DEATH OF JUSTICE SCALIA:  HIS LEGACY AND
THE POTENTIAL IMPACT OF HIS PASSING ON BUSINESS CASES AT THE SUPREME COURT
 
About the Program
 
It has often been remarked that the Roberts Supreme Court has decided a greater number of business cases than under prior Chief Justices.  While by no means always the case, it is also true that in a number of high visibility and significant business cases, the business parties have prevailed with a 5-4 majority.  This has been true, for example, in the area of arbitration (e.g., AT&T Mobility v. Concepcion, American Express v. Italian Colors), class actions (e.g., Dukes v. Walmart), and the First Amendment (e.g., Citizens United). In these cases, Justice Scalia’s role as the author of the majority opinion or as a member of the majority was crucial. And, of course, even in cases that were not so close, his opinions and views were of great importance in shaping the Court’s decisions.  Our panel of Supreme Court litigants and observers will discuss what the late Justice’s legacy is likely to be and whether his untimely passing may affect the outcome of pending and future business disputes that reach the Highest Court. 
 
Moderator:

• Martin J. Newhouse, Esq., President, New England Legal Foundation

 
Panelists:

• Mark C. Fleming, Esq., Partner, WilmerHale
• Traci L. Lovitt, Esq., Partner, Jones Day
• Kevin P. Martin, Esq., Partner, Goodwin Procter LLP
• Ben Robbins, Esq., Senior Staff Attorney, New England Legal Foundation

 

Moderator: Elizabeth M. McCarron, Esquire, Vice President and Assistant General Counsel, EMC Corporation. Panelists: Demetrios Eleftheriou, Esquire, Senior Counsel, Global Privacy and Data Security, EMC Corporation, J. Michael Gibbons, Managing Director, Alvarez & Marsal (formerly Chief of Cybercrime Investigations, Federal Bureau of Investigation),Cynthia J. Larose, Esquire, CIPP/US, CIPP/E, Member, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Eileen F. McCarthy, Sr. Vice President, Compliance Audit and Risk, Beth Israel Deaconess Medical Center **(update 5/1/13: Ms. McCarthy will not be able to join us)**

At our spring 2012 meeting, our panel focused on the still-evolving law on the enforceability of class action waivers in arbitration agreements.

Moderator: 
Donald R. Frederico, Esquire, Partner, Pierce Atwood LLP

Panelists: 
Sarah G. Manchester, Esquire, Vice President of Human Resources and General Counsel, Sappi Fine Paper North America
Katharine I. Rand, Esquire, Partner, Pierce Atwood LLP
 John A. Shope, Esquire, Partner, Foley Hoag LLP
John R. Snyder, Esquire, Partner, Bingham McCutchen LLP

In May 2011, NELF’s spring breakfast seminar presented the latest updates from the Massachusetts Superior Court Business Litigation Session (“BLS”), a specialized trial court session dealing with business cases. NELF has long supported such sessions throughout New England. A panel, including three judges currently serving on the BLS, discussed recent developments at the BLS, plans for the future, and best practices for those litigating in the BLS.

Moderator:
Wayne A. Budd, Esquire, Counsel, Goodwin Procter LLP

Panelists: 
Hon. Barbara J. Rouse, Chief Justice, Massachusetts Superior Court 
Hon. Judith Fabricant, Associate Justice Massachusetts Superior Court
Hon. Peter M. Lauriat, Associate Justice, Massachusetts Superior Court
Hon. Christine M. Roach, Associate Justice, Massachusetts Superior Court

Moderator:
James L. Messenger, Esquire, Partner, LeClairRyan

Panelists: 
Dennis R. Kiker, Esquire, Partner, LeClairRyan
Jay Brudz, Esquire, Senior Counsel, Legal Technology, General Electric Company
Jeffrey W. Greene, Shareholder, Greenberg Traurig LLP
Sean B. McSweeney, Esquire, Senior Vice President and Deputy General Counsel, 
Liberty Mutual Group

Moderator:
Martin J. Newhouse, President, New England Legal Foundation

Panelists: 
Hon. Margaret R. Hinkle, Associate Justice of the Massachusetts Superior Court and Administrative Justice of the BLS
Hon. Judith Fabricant, Associate Justice of the Massachusetts Superior Court 
Paul T. Dacier, Executive Vice President and General Counsel, EMC Corporation

NELF's breakfast panel discussion on this subject was moderated by Donald R. Frederico, Esquire, Shareholder, Greenberg Traurig, LLP. 

Panelists: 
Beth I.Z. Boland, Esquire, Partner, Bingham McCutchen LLP
Scott Z. Hochfelder, Esquire, General Counsel, KB Toys, Inc.
John A. Shope, Esquire, Partner, Foley Hoag LLP
Thomas M. Sobol, Esquire, Partner, Hagens Berman Sobol Shapiro LLP