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Governance of Corporations & LLCs in Massachusetts & Delaware: The Ins & Outs of Fiduciary Duties

Your real-world guide brought to life with analysis of hypotheticals and forms

  • Product Number: 2170186P01
  • CLE Credits, earn up to:
    3 substantive credits, 0 ethics credits CLE Credit Note
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  • Product Description
  • Agenda & Materials
  • Faculty
  • Product Description

    Product Description

    This new program examines the governance requirements, including fiduciary duties, in both Massachusetts and Delaware, for corporations and limited liability companies—the most common forms of business entities.

    The panelists analyze the roles and responsibilities of corporate directors and LLC managers, the unique Massachusetts rule on duties of shareholders in a close corporation compared to the Delaware approach, the extent to which governance rules may be varied by agreement, and the emerging changes in judicial review of compliance with fiduciary duties in Delaware and their relevance for Massachusetts. The veteran faculty review the relevant statutory provisions and judicial doctrines in each state for each of the entities, highlighting differences both between states and entities. They then guide you through how these rules affect drafting decisions, and the advice lawyers give to their clients in a variety of typical situations. Hypotheticals bring the various situations to life and actual forms are analyzed.

    The stellar panel features a corporate counsellor, an adviser to LLCs, a Delaware corporate law expert, and a principal drafter of relevant provisions of the Massachusetts Business Corporation Act and the ABA Model Business Corporation Act. Bring your questions and join the dialogue!

  • Agenda

    Agenda & Materials

    • 2:00 - 2:15 p.m.

      Overview of the Governance Ground Rules for Corporations and LLCs in Massachusetts and Delaware

      eLecture Add to Cart
    • General Duties
      • Duty of Care
      • Duty of Loyalty
    • Extent to which these Ground Rules can be Varied
    • Distinguishing Duties from Standards of Review
  • 2:15 - 3:15 p.m.

    What are the Basic Ground Rules for Corporations

    eLecture Add to Cart
  • Comparing Massachusetts to Delaware
  • Duty of Directors
    • What are the Duties
    • To Whom are Duties Owed
    Duty of Stockholders
    • Duties of Controlling Stockholder
    • Who is a Controlling Stockholder
    • Duties in Close Corporations
  • To What Extent Can These Ground Rules be Varied in a Corporation
    • Exculpation
    • Indemnification
    • Negation of Corporate Opportunity
    • Stockholder Agreements
    • Charter and Bylaw Provisions
    Stanley Keller, Esq., Locke Lord LLP , Boston
    James A. Smith, Esq., Foley Hoag LLP , Boston
    Patricia O. Vella, Esq., Morris, Nichols, Arsht & Tunnell LLP , Wilmington
  • 3:15 - 3:40 p.m.

    What are Basic Default Ground Rules in an LLC

    eLecture Add to Cart
  • Comparing Massachusetts to Delaware
    • Default Duties of Managers
    • Default Duties of Members
  • To What Extent Can Default Ground Rules be Varied in an LLC
  • Duty of Good Faith and Fair Dealing
    • Scope of Limitation
    • Ability to Define its Scope
    Stephen O. Meredith, Esq., Choate Hall & Stewart LLP , Boston
    Patricia O. Vella, Esq., Morris, Nichols, Arsht & Tunnell LLP , Wilmington
  • 3:40 - 3:50 p.m.

    Networking and Refreshment Break

  • 3:50 - 4:10 p.m.

    Remedial Actions (Differences in Delaware and Massachusetts)

    eLecture Add to Cart
  • Derivative Claims
  • Direct Claims
  • Injunctive Relief
  • Aiding and Abetting Liability
  • Rights to Information
  • Stanley Keller, Esq., Locke Lord LLP , Boston
    James A. Smith, Esq., Foley Hoag LLP , Boston
    Patricia O. Vella, Esq., Morris, Nichols, Arsht & Tunnell LLP , Wilmington
  • 4:10 - 4:30 p.m.

    Drafting Considerations in Limiting Duties in an LLC

    eLecture Add to Cart
    • Basic Limitation on Duties
    • Safe Harbors for Conflicted Transactions
    • Coordinating of Provisions
    Stephen O. Meredith, Esq., Choate Hall & Stewart LLP , Boston
    Patricia O. Vella, Esq., Morris, Nichols, Arsht & Tunnell LLP , Wilmington
  • 4:30 - 4:50 p.m.

    Where are we Today on the Standards of Review for Determining Satisfaction of Duties in Fundamental Transactions

    eLecture Add to Cart
    • Pre-transaction v. Post-transaction
    • Interested Party Transaction v. Other Transactions
    • Role of Disclosure
    Stanley Keller, Esq., Locke Lord LLP , Boston
    Patricia O. Vella, Esq., Morris, Nichols, Arsht & Tunnell LLP , Wilmington
  • 4:50 - 5:00 p.m.

    Governance Considerations in Making Choices

    eLecture Add to Cart
  • Massachusetts or Delaware
  • Corporation or LLC
  • Stanley Keller, Esq., Locke Lord LLP , Boston
    Stephen O. Meredith, Esq., Choate Hall & Stewart LLP , Boston
    James A. Smith, Esq., Foley Hoag LLP , Boston
    Patricia O. Vella, Esq., Morris, Nichols, Arsht & Tunnell LLP , Wilmington

    Please Note

    MCLE webcasts are delivered completely online, underscoring their convenience and appeal. There are no published print materials. All written materials are available electronically only. They are posted 24 hours prior to the program and can be accessed, downloaded, or printed from your computer.

  • Faculty

    Chair

    Faculty

    James A. Smith, Esq., Foley Hoag LLP, Boston
    Patricia O. Vella, Esq., Morris, Nichols, Arsht & Tunnell LLP, Wilmington
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