Pierce Atwood Business Counselor Q1 2012

The Pierce Atwood Business Counselor is a quarterly publication produced by the members of our Business Practice Group. For more information about these topics please contact the article’s author or a member of our Business Practice Group.

The Problem of Getting an Effective Release of Claims from a Bought‑Out Shareholder

By David J. Champoux

It is a common scenario:  a minority shareholder (often also an employee) of a closely held corporation is being bought out by the corporation or one or more of its larger shareholders, usually incident to termination of employment or as part of a resolution of a dispute.  The well-advised buyer/corporation wants “repose” – the secure knowledge that there will not be more claims brought by the departing shareholder – and seeks a comprehensive release of claims as part of the buyout.  Pierce Atwood’s David Champoux discusses a recent Maine Superior Court ruling addressing the enforceability of such releases and offers some practical advice on how to best avoid enforceability questions and some practical suggestions for avoiding or minimizing such issues through advance planning when issuing stock to employees.

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The New Net Worth Standard for Accredited Investors

By Michael J. Anderson

For companies raising capital through private or other limited offerings conducted in reliance on Regulation D, a rule recently adopted by the SEC amending the applicable definition of “accredited investor” may have a significant impact.  Pierce Atwood’s Michael Anderson explains the ins and outs of the recently adopted rule, how it may impact your ability to raise capital through private or other limited offerings, and changes that may be necessary to your offering and subscription documents in response to the rule.

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