• Client Alert: Corporate Transparency Act: One Month Out

    December 1, 2023

    The Corporate Transparency Act (“CTA”) will become effective on January 1, 2024, and you should be prepared for the new federal reporting requirements, which carry strong penalties for failure to comply. The CTA requires “Reporting Companies” to file informational reports with the Financial Crimes Enforcement Network (“FinCEN”)...

  • Priority of Taxes in a “Straddle Year”

    August 23, 2022

    Recent decisions have cast light on the dispute over the proper treatment of claims of taxing authorities arising in a “straddle” tax year, which begins before the bankruptcy filing date and ends after it.  Because of the ambiguities of the drafting in revised § 507(a)(8) of the Bankruptcy Code, a tax claim arising in a straddle year could...

  • McKenzie v. Brannan: A Never-Ending Love Story

    March 8, 2022

    A familiar scenario: After an intensive mediation, the parties draft a term sheet intended to be binding and to replace their existing contract which included an arbitration clause. A formal settlement agreement cannot be reached, however, and the parties disagree on the legal effect of the term sheet. What now? Is the dispute for the court or...

  • Director and Officer Liability Issues

    March 5, 2021

    This article addresses some recent developments highlighting potential risks and pitfalls for directors and officers of a corporation if good corporate governance is not followed. Under the internal affairs doctrine, corporate governance is determined by the law of the state in which a company is incorporated regardless of its principal place...

  • Monster Energy v. City Beverages – Ninth Circuit’s New Disclosure Rules for Owner-Neutral

    January 6, 2020

    Like judges, arbitrators are paid for their time. Judges, of course, draw a salary from the treasury, while arbitrators are paid by the parties. The freedom to choose an arbitrator best suited to the case is one of the great advantages of arbitration, but because some businesses are “repeat players,” appearing frequently before a particular...

  • New Massachusetts Non-Competition Agreement Law

    September 18, 2018

    Effective October 1, 2018, Massachusetts will have a new statute regulating employers' enforcement of non-competition agreements. This article briefly summarizes key provisions of this new law, which applies to agreements entered into on or after its effective date. Summary of Statute Most notably, the statute requires that employee...

  • Personal Liability of Directors and Investors for Unpaid Wages

    March 7, 2018

    In a recent Radio Entrepreneurs podcast, we discussed the various circumstances under which principals of a company can be exposed to personal liability for the debts of that company, including potential liability for...

  • Corporate counsel’s duties after ‘Baker v. WilmerHale’

    October 5, 2017

    Most attorneys representing closely held companies in Massachusetts likely took note of the recent decision in Baker, et al. v. Wilmer Cutler Pickering Hale and Dorr LLP, et al., in which the Appeals Court allowed the non-client minority members of an LLC to pursue breach-of-fiduciary-duty claims against the company’s counsel. The...

  • Appeals Court Confirms Use of Net Investment Method to Calculate Claims in Ponzi Scheme

    June 12, 2017

    When a Ponzi scheme collapses, as they all eventually do, the court must develop a process for repayment of victims based upon the limited funds that may be available.  A critical component of this process is determining the amount of a victim’s claim that will share in any recovery.  The Second Circuit Court of Appeals recently issued a...

  • Discharge of claims in bankruptcy – Covenants not to compete

    April 10, 2017

    One of the principal benefits for an individual filing for bankruptcy is the so-called fresh start, that is, a discharge of liabilities that arose prior to the bankruptcy.  A recent decision of the Massachusetts Bankruptcy Court addressed the right to a discharge in relation to covenants not to compete with a former employer or...

  • Bankruptcy Court Allows Exemption for Property Not Used as Principal Residence

    February 21, 2017

    In November 2016, we provided an update on a novel bankruptcy case addressing an individual’s right to exempt the value of their home under the Massachusetts homestead law.   Specifically, the case involved whether Massachusetts law could be applied to exempt the value of property located in another state (it can).  A Massachusetts bankruptcy...

  • Bankruptcy Court allows for substantive consolidation of debtor and nondebtor.

    January 9, 2017

    Occasionally, a person or company in bankruptcy (the debtor) and a related person or company allow their financial affairs to become a bit too entangled. In these circumstances, bankruptcy courts may impose several remedies, one of which is substantive consolidation. Substantive consolidation effectively provides for the merger or combination of...

  • First Circuit Rules on Applicability of Automatic Stay to Government Action in Bankruptcy

    December 14, 2016

    The First Circuit Court of Appeals recently ruled that the federal government was able to terminate a bankrupt's Medicare/Medicaid Provider Agreement without violating the automatic stay, rendering an important decision on the intersection of bankruptcy and Medicare law. On June 15, 2015 Parkview sent the Center for Medicare & Medicaid...

  • Bankruptcy Appellate Panel Rules on Trademark Rights of Licensee

    December 1, 2016

    The bankruptcy appellate panel for the First Circuit (BAP) recently ruled on the rights of a licensee of trademarks when the licensor files for bankruptcy and the licensor rejects the contract during the bankruptcy case. Tempnology, the debtor in bankruptcy, had a prepetition agreement with Mission Product Holdings (MPH) giving MPH certain...

  • Bankruptcy Court Rules on Right to Use Massachusetts Homestead Law for Out of State Property

    November 15, 2016

    When an individual files for bankruptcy, the law generally allows that individual (the "debtor") to keep, or exempt, certain assets, with the remaining assets being sold to pay claims of creditors.  Exemption rights are designed to help the debtor achieve a "fresh start" after bankruptcy.  In Massachusetts, state law allows a debtor to exempt...

  • Atlantic Marine Three Years On—The Survival of Rule 12(b)(6) in Enforcing Forum-Selection Clauses

    November 3, 2016

    Almost three years ago now, the Supreme Court decided Atlantic Marine Construction Company v. U.S. District Court for the Western District of Texas, 134 S. Ct. 568 (2013) and instructed both courts and litigants on the correct procedural and analytical framework for enforcing a contractual forum-selection clause. The Court held that: (1) the party...

  • Developments in the Dischargeability of Tax Liabilities

    September 12, 2016

    One of the principal benefits for an individual filing for bankruptcy (a “debtor”) is the entry of a discharge, or forgiveness of debts arising prior to the bankruptcy filing.  Section 727 of the Bankruptcy Code provides circumstances under which a debtor may have their discharge denied in its entirety.  Section 523 of the Code, in turn,...

  • Buyer Beware: Ruling Saddles ‘New’ GM with Successor Liability

    August 29, 2016

    One of the principal benefits of purchasing assets out of bankruptcy is that buyers typically are able to acquire the assets “free and clear” of the liabilities of the company in bankruptcy.  This ability allows the purchaser to better estimate value for the assets or business to be acquired by limiting concerns of inheriting problems of the...

  • Effective Management of Large Complex Cases in Arbitration

    May 31, 2015

    Arbitration is often a preferred alternative to litigation of large complex commercial cases.  Many studies have shown that arbitration offers procedures that are more economical and efficient than court proceedings.  For example, a recent survey conducted by the American Arbitration Association (AAA), the largest provider of alternative dispute...

  • Does Your Mobile Application Put You at Risk of Getting Sued for Privacy Violations?

    May 10, 2013

    Unless you have a posted privacy policy including some very specific information, the answer maybe yes! And it does not matter where your company is located. If your mobile app is available to California users, it is susceptible to the long arm of the California Attorney General, who has recently shown an unequivocal willingness to enforce...