Section Review

Section Review runs practice area-specific articles as part of the MBA's bi-monthly Lawyers Journal.

Issue May/June 2017

May 2017

Opinion world acts to obtain consensus on key opinion practices

Several years ago, the Working Group on Legal Opinions (WGL") and the Legal Opinions Committee of the American Bar Association's Business Law Section (the ABA Committee) undertook a joint project to identify selected aspects of customary practice and other practices applicable to third-party legal opinions that are commonly understood and accepted throughout the United States. Third-party legal opinions (or closing opinions) are typically delivered at the closing of a business transaction by counsel for one party to satisfy a condition of the other party's obligation to close. Closing opinions are relatively concise, highly structured documents that provide professional judgments of the opinion giver regarding legal matters of concern to the recipient of the closing opinion. The joint project is an effort to foster a national opinion practice to facilitate the opinion process that will be widely recognized and endorsed. It is designed to build upon the Statement on the Role of Customary Practice in the Preparation and Understanding of Third-Party Legal Opinions (63 Bus. Law. 1277 (2008)), which has been approved by over 30 bar associations and other groups.

Expanding enforcement: The developing field of cybersecurity

It goes without saying that we live in a digital age, and that the analog is gone and buried. Digital information propels the modern economy on the so-called "cyber wave." Merriam-Webster defines "cyber" as "relating to or involving computers or computer networks." As reliance on digital information grows, the risk that digital information will be compromised also increases. Digital information may be compromised through a "cyber incident" or a "cyber breach." The term "cyber incident" refers to unauthorized access to cyber data or private servers. A hacker who changes the homepage of a company's website has caused a cyber incident. The term "cyber breach" refers to the unauthorized acquisition or use of data. A hacker who steals Social Security numbers or credit card information from a company's private server has committed a cyber breach.

Recent Massachusetts decision addresses shareholder remedies

On March 6, 2017, the Massachusetts Supreme Judicial Court issued a decision that illustrates the limited remedies available to shareholders challenging the merger of a Massachusetts corporation. In Local No. 129 Benefit Fund v. Joseph M. Tucci et al., 476 Mass. 553 (Mass. 2017), shareholders of a publicly traded Massachusetts corporation claimed that the directors breached their fiduciary duties by failure to take actions to maximize the value of the corporation's stock and by agreeing to unreasonable deal protection provisions that discouraged the possibility of better bids.

Durational limits on alimony awards: When do the exceptions apply?

The passage of the Alimony Reform Act of 2011 (Alimony Reform) brought about sweeping changes to the alimony laws in Massachusetts. One major change was the implementation of durational limits on alimony awards. For marriages lasting less than 20 years, a formula is available to determine the length of time general term alimony may be required.