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:
Panelists:
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.
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
- 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.
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