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Massachusetts Lawyers Weekly Reports on Brief Submitted by Ian Roffman Regarding Duties of Directors in Corporate Mergers

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Ian Roffman, chair of Nutter’s Litigation Department and a partner in the firm’s Securities Enforcement and Litigation practice group, submitted an amicus brief to the Supreme Judicial Court on behalf of Associated Industries of Massachusetts in an appeal of the dismissal of a shareholder challenge to the Dell-EMC merger. Massachusetts Lawyers Weekly reported on the case in the article “Corporate – Derivative Action – Merger” on March 7. The SJC affirmed EMC and AIM’s position that directors of a Massachusetts corporation owe duties only to the corporation, not to individual shareholders, and therefore, a shareholder alleging that corporate directors acted inappropriately in approving a proposed merger must bring that claim derivatively on behalf of the corporation, not directly.

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