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Author Archives: Stephen M. Honig

Corporate insulation and piercing the veil

honig-stephen

“Virtue has a veil, vice a mask.” — Victor Hugo Corporations insulate shareholders from liability for entity debts and obligations. That is the historical reason for the corporate form. Insulation is a vital element of a robust commercial system, permitting ...

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Fiduciary confusion: states, entities and illogic

honig-stephen

This column examines the confusion in understanding fiduciary obligations of owners and managers of certain types of entities in different states, specifically Massachusetts and Delaware. Recognizing the different state judicial histories, and that law requires applying general principles to varied ...

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Director hot spots: the never-ending litany

honig-stephen

Historically, this column has chronicled issues identified as “hot spots” that demand heightened attention from a board of directors. A review of these columns echoes the French axiom, “plus ca change plus la meme chose” — “everything changes and everything ...

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Dela-where? The ground rules for M&A transactions

What state has more corporations than people? Delaware, with approximately 950,000 people and well over a million registered corporations. You would think that, given those demographics and the acceptance of Delaware courts as the premier authority in corporate law, practitioners ...

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Boards of directors: past, present and future

HONIG, STEPHEN

Decades ago, the functions of public boards of directors were easily articulated: boards evaluated management, used best judgment, did not self-deal, and discharged the duties of care and loyalty. The primary role was overseeing strategy. Disinterested directors were protected by ...

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