Key Takeaway: In Ginsberg et. al. v. Ginsberg et. al., Judge Leibensperger ruled that a trust beneficiary could assert a trust was procured by fraud despite the presence of a in terrorem or no-contest clause. Judge Leibensperger noted that such a challenge “is an all or nothing venture by the challenging party.” If the challenging party is successful in proving fraud, the entire trust falls. But if the challenging party is unsuccessful, that party loses all benefits from the trust.
As we previously noted here, the SJC earlier this year issued its opinion affirming Judge Leibensperger’s decision in a matter arising out of the EMC-Dell merger. Taken together, those decisions set a landmark in Massachusetts corporate governance law by delineating the fiduciary duties of directors of Massachusetts corporations and differentiating them from Delaware’s precepts. EMC’s counsel, Tom Dougherty and Kurt Hemr, published an insightful Special Commentary about those decisions as a preface to the 2017 edition of CSC Lexis/Nexis Massachusetts Laws Governing Business Entities Annotated. We recommend the Special Commentary to our readers, which can be found here.
Note: Nutter filed an amicus brief with the SJC in this matter on behalf of the Associated Industries of Massachusetts.
This summer, the Boston Bar Association hosted its annual “Business Litigation Session Year in Review.” The current BLS bench—Judges Sanders, Salinger, Kaplan, and Liebensperger—shared tips for attorneys practicing in the BLS. Here are four takeaways from that event:
In IBEW Local No. 129 Ben. Fund v. Tucci., the Supreme Judicial Court (SJC) affirmed a decision by Judge Leibensperger of the BLS dismissing a class action brought by EMC shareholders against EMC board members. The plaintiff alleged that the board members violated their fiduciary duties when they approved the sale of EMC to Dell for $64 billion. Affirming Judge Leibensperger’s decision, the SJC held that directors of a Massachusetts corporation generally have a unitary duty to act in the best interests of the corporation, rather than dual duties that run to both the corporation and its shareholders.
Judge Leibensperger denied Glock’s motion to set aside a civil-investigative demand (CID) issued by Attorney General Maura Healy. The AG issued the CID under G.L. c. 93A, 6, as part of her investigation into Glock’s compliance with Massachusetts laws bearing on gun safety and product warranties. According to the AG, there have been reported safety issues with Glock handguns, including the risk of accidental discharge.
- Senior Editor, Co-Chair, Business Litigation Practice Group