Choate Hall & Stewart LLP

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Kristin Abati

Estate Tax Audits for Large Estates Are a Virtual Certainty

What you need to know: Recent audit statistics show that federal estate tax returns are facing increased scrutiny from the IRS…more

Audits, Estate Planning, Estate Tax, IRS

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William Asher, Jr.

Del. Chancery Criticizes Bankers Again in Rural Metro; Undisclosed Conflicts Can Make Sale Process Unreasonable

What you need to know: A recent Delaware Chancery Court decision reinforced the premise that directors of Delaware corporations will be held culpable if they conduct an M&A process based on inadequate information and/or…more

Banks, Conflicts of Interest, Disclosure Requirements

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David Attisani

First Circuit Holds That AIG Must Defend Directors and Officers in FDIC Litigation

What you need to know: The United States First Circuit Court of Appeals recently held that an insured versus insured exclusion did not exempt AIG from advancing defense costs under a D&O policy in a suit brought against…more

AIG, D&O Insurance, FDIC, Financial Institution Liability, Policy Exclusions

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Christian Atwood

Private Equity Funds Can Be Liable for Portfolio Company Pension Plan Obligations

What you need to know: The US Court of Appeals for the First Circuit has held that a private equity fund can be a “trade or business,” allowing the fund under certain circumstances to be liable under ERISA for the…more

Employee Benefits, ERISA, Investment Portfolios, Pensions, Private Equity

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Robert Buchanan, Jr.

2014 Hart-Scott-Rodino Requirements

What you need to know: HSR filing thresholds will be adjusted upward effective February 24, 2014. What you need to do: Parties involved in a large merger or acquisition should analyze whether it will exceed…more

Acquisitions, DOJ, FTC, Hart-Scott-Rodino Act, Mergers

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Mark Cahill

First Circuit Holds That AIG Must Defend Directors and Officers in FDIC Litigation

What you need to know: The United States First Circuit Court of Appeals recently held that an insured versus insured exclusion did not exempt AIG from advancing defense costs under a D&O policy in a suit brought against…more

AIG, D&O Insurance, FDIC, Financial Institution Liability, Policy Exclusions

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Frederick Callori

Del. Chancery Criticizes Bankers Again in Rural Metro; Undisclosed Conflicts Can Make Sale Process Unreasonable

What you need to know: A recent Delaware Chancery Court decision reinforced the premise that directors of Delaware corporations will be held culpable if they conduct an M&A process based on inadequate information and/or…more

Banks, Conflicts of Interest, Disclosure Requirements

See All Updates »

Charles Cheever

Estate Tax Audits for Large Estates Are a Virtual Certainty

What you need to know: Recent audit statistics show that federal estate tax returns are facing increased scrutiny from the IRS…more

Audits, Estate Planning, Estate Tax, IRS

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Fangli Chen, PhD

Supreme Court Rules That Naturally Occurring DNA is not Eligible for Patent Protection

What you need to know: In the long-awaited decision in Association for Molecular Pathology v. Myriad Genetics, Inc., the US Supreme Court yesterday held that naturally occurring, yet “isolated” DNA, is not eligible for…more

AMP v Myriad, DNA, Gene Patenting, Human Genes, Myriad

See All Updates »

Jack Cinquegrana

First-in-the-Nation Decision Upholds the Attorney-Client Privilege for Law Firms, Emphasizing the Important Role of Their In-House Counsel

What you need to know: The highest court in Massachusetts has upheld the attorney-client privilege for in-house counsel in law firms. This is the first such decision in the nation…more

Attorney Malpractice, Attorney-Client Privilege, Corporate Counsel

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Stephen Cohen

Private Equity Funds Can Be Liable for Portfolio Company Pension Plan Obligations

What you need to know: The US Court of Appeals for the First Circuit has held that a private equity fund can be a “trade or business,” allowing the fund under certain circumstances to be liable under ERISA for the…more

Employee Benefits, ERISA, Investment Portfolios, Pensions, Private Equity

See All Updates »

Michael Dube

Del. Chancery Criticizes Bankers Again in Rural Metro; Undisclosed Conflicts Can Make Sale Process Unreasonable

What you need to know: A recent Delaware Chancery Court decision reinforced the premise that directors of Delaware corporations will be held culpable if they conduct an M&A process based on inadequate information and/or…more

Banks, Conflicts of Interest, Disclosure Requirements

See All Updates »

Jonathan Gabriel

FINRA Enhances Public Offering Review Process, Including Same Day Clearance

What you need to know: FINRA has enhanced its review process for approving underwriter compensation arrangements in public offerings by implementing new procedures for immediate same day clearance of shelf registrations…more

Clearance, Compliance, Filing Requirements, FINRA, Public Offerings

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Michael Gass

Del. Chancery Criticizes Bankers Again in Rural Metro; Undisclosed Conflicts Can Make Sale Process Unreasonable

What you need to know: A recent Delaware Chancery Court decision reinforced the premise that directors of Delaware corporations will be held culpable if they conduct an M&A process based on inadequate information and/or…more

Banks, Conflicts of Interest, Disclosure Requirements

See All Updates »

William Gelnaw

New Delaware Law May Facilitate the Use of Tender Offer Structures in Merger Transactions

What you need to know: In August 2013, a new law went into effect in Delaware that allows buyers, subject to certain conditions, to quickly consummate a back-end merger without stockholder approval following a tender…more

Fiduciary Duty, Mergers, New Legislation, Shareholder Votes, Short-Form Mergers

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A. Silvana Giner

Estate Tax Audits for Large Estates Are a Virtual Certainty

What you need to know: Recent audit statistics show that federal estate tax returns are facing increased scrutiny from the IRS…more

Audits, Estate Planning, Estate Tax, IRS

See All Updates »

Stuart Glass

Life Sciences Companies Should Protect Themselves Against Increased Exposure to Costly Securities Fraud Lawsuits After Supreme Court Decision

What you need to know: The Supreme Court recently found that defendants in class action securities fraud lawsuits will not be able to challenge the materiality of allegedly fraudulent misstatements or omissions at the…more

Amgen, Amgen Inc. v Connecticut Retirement Plans, Class Action, Class Certification, Fraud-on-the-Market

See All Updates »

Douglas Gooding

Recent Decisions Underscore Importance of Carefully Drafted Make-Whole Premium Provisions in Loan Documents

What you need to know: Two recent decisions have shown that courts will rely heavily on the plain meaning of contract language when considering the enforceability of make-whole provisions. The United States Court of…more

Consumer Bankruptcy, Contract Drafting, Debt, Loans, Make-Whole Premium

See All Updates »

William Haulbrook, PhD

Supreme Court Rules That Naturally Occurring DNA is not Eligible for Patent Protection

What you need to know: In the long-awaited decision in Association for Molecular Pathology v. Myriad Genetics, Inc., the US Supreme Court yesterday held that naturally occurring, yet “isolated” DNA, is not eligible for…more

AMP v Myriad, DNA, Gene Patenting, Human Genes, Myriad

See All Updates »

Julia Hesse

Paying the Price: Physician Group Faces Hefty Penalty and OCR Oversight After Failure to Conduct Security Risk Assessment and Implement Policies

What you need to know: The Office for Civil Rights of the US Department of Health & Human Services is continuing its trend toward more aggressive enforcement of HIPAA violations. Small provider entities are not immune…more

Corrective Actions, Cybersecurity, Data Breach, Electronic Medical Records, Enforcement Actions

See All Updates »

Andrew Hickey

Recent Decisions Underscore Importance of Carefully Drafted Make-Whole Premium Provisions in Loan Documents

What you need to know: Two recent decisions have shown that courts will rely heavily on the plain meaning of contract language when considering the enforceability of make-whole provisions. The United States Court of…more

Consumer Bankruptcy, Contract Drafting, Debt, Loans, Make-Whole Premium

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Robert Jahrling III

New Delaware Law May Facilitate the Use of Tender Offer Structures in Merger Transactions

What you need to know: In August 2013, a new law went into effect in Delaware that allows buyers, subject to certain conditions, to quickly consummate a back-end merger without stockholder approval following a tender…more

Fiduciary Duty, Mergers, New Legislation, Shareholder Votes, Short-Form Mergers

See All Updates »

Rob Kole

First Circuit Holds That AIG Must Defend Directors and Officers in FDIC Litigation

What you need to know: The United States First Circuit Court of Appeals recently held that an insured versus insured exclusion did not exempt AIG from advancing defense costs under a D&O policy in a suit brought against…more

AIG, D&O Insurance, FDIC, Financial Institution Liability, Policy Exclusions

See All Updates »

Brian Lenihan

Private Equity Funds Can Be Liable for Portfolio Company Pension Plan Obligations

What you need to know: The US Court of Appeals for the First Circuit has held that a private equity fund can be a “trade or business,” allowing the fund under certain circumstances to be liable under ERISA for the…more

Employee Benefits, ERISA, Investment Portfolios, Pensions, Private Equity

See All Updates »

Diana Lloyd

First-in-the-Nation Decision Upholds the Attorney-Client Privilege for Law Firms, Emphasizing the Important Role of Their In-House Counsel

What you need to know: The highest court in Massachusetts has upheld the attorney-client privilege for in-house counsel in law firms. This is the first such decision in the nation…more

Attorney Malpractice, Attorney-Client Privilege, Corporate Counsel

See All Updates »

William Lowell

Estate Tax Audits for Large Estates Are a Virtual Certainty

What you need to know: Recent audit statistics show that federal estate tax returns are facing increased scrutiny from the IRS…more

Audits, Estate Planning, Estate Tax, IRS

See All Updates »

Charles Lyon, DPhil

Supreme Court Rules That Naturally Occurring DNA is not Eligible for Patent Protection

What you need to know: In the long-awaited decision in Association for Molecular Pathology v. Myriad Genetics, Inc., the US Supreme Court yesterday held that naturally occurring, yet “isolated” DNA, is not eligible for…more

AMP v Myriad, DNA, Gene Patenting, Human Genes, Myriad

See All Updates »

James McDaniel

New Delaware Law May Facilitate the Use of Tender Offer Structures in Merger Transactions

What you need to know: In August 2013, a new law went into effect in Delaware that allows buyers, subject to certain conditions, to quickly consummate a back-end merger without stockholder approval following a tender…more

Fiduciary Duty, Mergers, New Legislation, Shareholder Votes, Short-Form Mergers

See All Updates »

John Meltaus

New Delaware Law May Facilitate the Use of Tender Offer Structures in Merger Transactions

What you need to know: In August 2013, a new law went into effect in Delaware that allows buyers, subject to certain conditions, to quickly consummate a back-end merger without stockholder approval following a tender…more

Fiduciary Duty, Mergers, New Legislation, Shareholder Votes, Short-Form Mergers

See All Updates »

Arthur Meyers

District Court Holds That Pre-Employment Conduct Is Not Covered by Chapter 93A

What you need to know: The United States District Court of Massachusetts recently held that an executive could not pursue a claim against a former employer for alleged misrepresentations made during the course of his…more

Chapter 93A, Hiring & Firing, Misrepresentation, Termination

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Sean Monahan

Recent Decisions Underscore Importance of Carefully Drafted Make-Whole Premium Provisions in Loan Documents

What you need to know: Two recent decisions have shown that courts will rely heavily on the plain meaning of contract language when considering the enforceability of make-whole provisions. The United States Court of…more

Consumer Bankruptcy, Contract Drafting, Debt, Loans, Make-Whole Premium

See All Updates »

Brian Monnich

Estate Tax Audits for Large Estates Are a Virtual Certainty

What you need to know: Recent audit statistics show that federal estate tax returns are facing increased scrutiny from the IRS…more

Audits, Estate Planning, Estate Tax, IRS

See All Updates »

T.J. Murphy

Private Equity Funds Can Be Liable for Portfolio Company Pension Plan Obligations

What you need to know: The US Court of Appeals for the First Circuit has held that a private equity fund can be a “trade or business,” allowing the fund under certain circumstances to be liable under ERISA for the…more

Employee Benefits, ERISA, Investment Portfolios, Pensions, Private Equity

See All Updates »

John Nadas

First Circuit Holds That AIG Must Defend Directors and Officers in FDIC Litigation

What you need to know: The United States First Circuit Court of Appeals recently held that an insured versus insured exclusion did not exempt AIG from advancing defense costs under a D&O policy in a suit brought against…more

AIG, D&O Insurance, FDIC, Financial Institution Liability, Policy Exclusions

See All Updates »

Peter Palladino

Recent Decisions Underscore Importance of Carefully Drafted Make-Whole Premium Provisions in Loan Documents

What you need to know: Two recent decisions have shown that courts will rely heavily on the plain meaning of contract language when considering the enforceability of make-whole provisions. The United States Court of…more

Consumer Bankruptcy, Contract Drafting, Debt, Loans, Make-Whole Premium

See All Updates »

Brenda Jarrell, PhD.

Supreme Court Rules That Naturally Occurring DNA is not Eligible for Patent Protection

What you need to know: In the long-awaited decision in Association for Molecular Pathology v. Myriad Genetics, Inc., the US Supreme Court yesterday held that naturally occurring, yet “isolated” DNA, is not eligible for…more

AMP v Myriad, DNA, Gene Patenting, Human Genes, Myriad

See All Updates »

John Pitfield

New Fundraising Opportunities for Issuers and Private Funds: SEC Lifts Ban on General Solicitation and General Advertising in Private Offerings

What you need to know: On July 10, the SEC eliminated a ban contained in Rule 506 of Regulation D on the use of general solicitation in connection with fundraising activities. As a result, private companies and venture…more

Advertising, General Solicitation, Hedge Funds, JOBS Act, Marketing

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Gerald Quirk

Life Sciences Companies Should Protect Themselves Against Increased Exposure to Costly Securities Fraud Lawsuits After Supreme Court Decision

What you need to know: The Supreme Court recently found that defendants in class action securities fraud lawsuits will not be able to challenge the materiality of allegedly fraudulent misstatements or omissions at the…more

Amgen, Amgen Inc. v Connecticut Retirement Plans, Class Action, Class Certification, Fraud-on-the-Market

See All Updates »

Alison Reif

District Court Holds That Pre-Employment Conduct Is Not Covered by Chapter 93A

What you need to know: The United States District Court of Massachusetts recently held that an executive could not pursue a claim against a former employer for alleged misrepresentations made during the course of his…more

Chapter 93A, Hiring & Firing, Misrepresentation, Termination

See All Updates »

Andrea Robidoux

Supreme Court Rules That Naturally Occurring DNA is not Eligible for Patent Protection

What you need to know: In the long-awaited decision in Association for Molecular Pathology v. Myriad Genetics, Inc., the US Supreme Court yesterday held that naturally occurring, yet “isolated” DNA, is not eligible for…more

AMP v Myriad, DNA, Gene Patenting, Human Genes, Myriad

See All Updates »

Laura Sanborn

District Court Holds That Pre-Employment Conduct Is Not Covered by Chapter 93A

What you need to know: The United States District Court of Massachusetts recently held that an executive could not pursue a claim against a former employer for alleged misrepresentations made during the course of his…more

Chapter 93A, Hiring & Firing, Misrepresentation, Termination

See All Updates »

Christine Savage

Paying the Price: Physician Group Faces Hefty Penalty and OCR Oversight After Failure to Conduct Security Risk Assessment and Implement Policies

What you need to know: The Office for Civil Rights of the US Department of Health & Human Services is continuing its trend toward more aggressive enforcement of HIPAA violations. Small provider entities are not immune…more

Corrective Actions, Cybersecurity, Data Breach, Electronic Medical Records, Enforcement Actions

See All Updates »

Hugh Scott

First Circuit Holds That AIG Must Defend Directors and Officers in FDIC Litigation

What you need to know: The United States First Circuit Court of Appeals recently held that an insured versus insured exclusion did not exempt AIG from advancing defense costs under a D&O policy in a suit brought against…more

AIG, D&O Insurance, FDIC, Financial Institution Liability, Policy Exclusions

See All Updates »

Thomas Shirley

District Court Holds That Pre-Employment Conduct Is Not Covered by Chapter 93A

What you need to know: The United States District Court of Massachusetts recently held that an executive could not pursue a claim against a former employer for alleged misrepresentations made during the course of his…more

Chapter 93A, Hiring & Firing, Misrepresentation, Termination

See All Updates »

Kevin Simard

Recent Decisions Underscore Importance of Carefully Drafted Make-Whole Premium Provisions in Loan Documents

What you need to know: Two recent decisions have shown that courts will rely heavily on the plain meaning of contract language when considering the enforceability of make-whole provisions. The United States Court of…more

Consumer Bankruptcy, Contract Drafting, Debt, Loans, Make-Whole Premium

See All Updates »

Jennifer Snyder

Estate Tax Audits for Large Estates Are a Virtual Certainty

What you need to know: Recent audit statistics show that federal estate tax returns are facing increased scrutiny from the IRS…more

Audits, Estate Planning, Estate Tax, IRS

See All Updates »

Andrew Taylor, Jr.

Private Equity Funds Can Be Liable for Portfolio Company Pension Plan Obligations

What you need to know: The US Court of Appeals for the First Circuit has held that a private equity fund can be a “trade or business,” allowing the fund under certain circumstances to be liable under ERISA for the…more

Employee Benefits, ERISA, Investment Portfolios, Pensions, Private Equity

See All Updates »

Melissa Tearney

First-in-the-Nation Decision Upholds the Attorney-Client Privilege for Law Firms, Emphasizing the Important Role of Their In-House Counsel

What you need to know: The highest court in Massachusetts has upheld the attorney-client privilege for in-house counsel in law firms. This is the first such decision in the nation…more

Attorney Malpractice, Attorney-Client Privilege, Corporate Counsel

See All Updates »

John Ventola

Recent Decisions Underscore Importance of Carefully Drafted Make-Whole Premium Provisions in Loan Documents

What you need to know: Two recent decisions have shown that courts will rely heavily on the plain meaning of contract language when considering the enforceability of make-whole provisions. The United States Court of…more

Consumer Bankruptcy, Contract Drafting, Debt, Loans, Make-Whole Premium

See All Updates »

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