massachusetts lawyers weekly | Beck Reed Riden LLP

24Nov2023

Russell Beck in Lawyers Weekly on Employee Nonsolicit Agreements

November 24, 2023

anti-raiding, employee nonsolicit, massachusetts lawyers weekly, russell beck News, Noncompete agreements

A recent issue of Massachusetts Lawyers Weekly features discussion with Russell Beck in an article titled “Judge nixes extension of ‘anti-raiding’ provision.”

The article covers a Massachusetts Superior Court decision concerning a company’s effort to enforce language in a former executive’s employment agreement that would extend the duration of an anti-raiding provision based on the executive’s alleged violation of a non-disparagement clause. The article was written by Lawyers Weekly reporter Eric T. Berkman.

The court order notes that the plaintiff “failed to put forward allegations plausibly suggesting that its enforcement of the anti-raiding provision in connection with [the departures of two employees] serves a legitimate business purpose. Relying on three unpublished federal district court cases, [plaintiff] argues that … the loss of the talent and goodwill of employees is a legitimate business interest…. But, with respect to the federal bench, these cases misapprehend Massachusetts law. ‘A non-competition agreement is enforceable only ‘to protect the employer’s good will, not to appropriate the good will of the employee.’”

The article quotes Russell Beck as follows:

Russell Beck of Boston said the ruling is significant in that it rejects federal court decisions that allow the employer to appropriate the goodwill of the employee.

Still, he said, determining whether goodwill belongs to an employer or employee can be a complex analysis that appears not to have been warranted by the facts of this case.

“Accordingly, I would caution against reading the court’s narrow, fact-depending holding too broadly,” he said.

For up-to-the-minute analysis of legal issues concerning trade secrets and noncompete agreements in Massachusetts and across the United States, read Russell Beck’s blog, Fair Competition Law.

eck Reed Riden LLP is among the leading authorities in trade secret, noncompete, and unfair competition law, and our experience handling these matters is backed by our extensive employment law and business litigation experience. Our hand-picked team combines attorneys with complementary expertise and practical experience.

The Wall Street Journal featured Beck Reed Riden LLP’s noncompete agreement experience. In 2016, the White House issued a report entitled, “Non-Compete Agreements: Analysis of the Usage, Potential Issues, and State Responses,” relying in part on Beck Reed Riden LLP’s research and analysis, including its 50 State Noncompete Survey.

Russell Beck’s work in this area is well recognized, and includes:

Over thirty years of experience working on trade secret, noncompete, and unfair competition matters
Assisting the Obama White House as part of a small working group to develop President Obama’s Noncompete Call to Action
Authoring the book Negotiating, Drafting, and Enforcing Noncompetition Agreements and Related Restrictive Covenants (6th ed., MCLE, Inc. 2021), used by other lawyers to help them with their noncompete matters
Authoring the book Trade Secrets Law for the Massachusetts Practitioner (1st ed. MCLE 2019), covering trade secrets nationally, with a focus on Massachusetts law
Drafting and advising on legislation for the Massachusetts Legislature to define, codify, and improve noncompetition law
Teaching Trade Secrets and Restrictive Covenants at Boston University School of Law
Founding and administering the award-winning blog, Fair Competition Law
Establishing and administering the Noncompete Lawyers and Trade Secret Protection groups on LinkedIn, with over 1,660 and 870 members, respectively, around the world
Founded and chaired the Trade Secret / Noncompete Practice for an AmLaw 100 firm

In addition, Russell was honored for his work in this area of law in the 2020 Chambers USA Guide, which stated that Russell Beck is “an expert in the field of trade secret and restrictive covenant law,” and is also noted for his “ability to adjust and come up with successful solutions.” Chambers noted that Russell “basically wrote the new Massachusetts statute on noncompetes” and that “he’s an expert in employee mobility and nonrestrictive covenants.”

Beck Reed Riden LLP is Boston’s innovative litigation boutique. Our lawyers have years of experience working with clients ranging from Fortune 500 companies to start-ups and individuals. We focus on business litigation and employment.

We are experienced litigators and counselors, helping our clients as business partners to resolve issues and develop strategies that best meet our clients’ legal and business needs – before, during, and after litigation. We’re ready to roll up our sleeves and help you. Read more about us, the types of matters we handle, and what we can do for you here.

17Sep2023

Stephen Riden in Massachusetts Lawyers Weekly on Close Corporation Dispute

September 17, 2023

Steve RIden

business litigation, massachusetts lawyers weekly, stephen riden Close Corporations, News

A recent issue of Massachusetts Lawyers Weekly features a quote from Steve Riden in an article titled “Non-derivative nature of claim dooms motion to shift burden in business spat.”

The article covers a decision by a Massachusetts Superior Court judge concerning a close corporation dispute. The decision was entered in the case titled Wettemann v. Nucleus Research, Inc., et al.

The decision addresses a party’s burden of proof in connection with a complex matter involving a dispute between owners of a close corporation. The lawsuit spans “150 or so docket entries,” and featured allegations of self-dealing, including a claim that an owner spent corporate funds on personal expenses. After the court’s determination that the lawsuit should have asserted derivative, as opposed to direct, claims, the parties reportedly settled the matter prior to trial.

In the article, Steve Riden is quoted as follows:

Boston business litigator Stephen D. Riden agreed that it is the type of case that would behoove attorneys to try to settle.

“What [Wettemann] does illustrate is the challenging fact of litigating a close corporation dispute between two co-owners of that corporation,” he said.

The article is by Massachusetts Lawyers Weekly’s reporter, Kris Olson.

Steve is a seasoned litigator with substantial experience successfully litigating complex commercial matters in state and federal court. Steve has substantial experience representing owners involved in intra-corporate disputes, including shareholder litigation and close-corporation control matters.

His exceptional track record in navigating the intricacies of court procedures, coupled with his deep understanding of commercial law, has earned him a reputation for delivering favorable outcomes for his clients. With an acute attention to detail and an unwavering commitment to upholding the rights and interests of his clients, Steve consistently demonstrates his ability to effectively advocate for their positions.

6Jul2023

Stephen Riden Quoted in Massachusetts Lawyers Weekly on First Circuit Ruling

July 6, 2023

Steve RIden

business litigation, jurisdiction, massachusetts lawyers weekly, stephen riden News

A recent issue of Massachusetts Lawyers Weekly features discussion with Steve Riden in an article titled “Jurisdictional issue jeopardizes eight-figure verdict.”

The article covers a decision by the U.S. Court of Appeals for the First Circuit concerning a contract dispute. The decision was entered in the case titled BRT Management LLC v. Malden Storage, LLC, et al..

The decision addresses a party’s obligation to establish the existence of subject matter jurisdiction when asserting claims in federal court. In this case, the defendants had not provided sufficient assurances that every member of one defendant — a limited liability corporation — met the requirement for diversity, i.e., that no plaintiff and defendant were domiciled in the same state. As a consequence, the First Circuit indicated that dismissal of the lawsuit would be justified, but gave the defendants “one more chance” to establish that the District Court has subject matter jurisdiction.

In its decision, the First Circuit detailed the obligations of establishing diversity for non-corporate entities like LLCs or trusts.

In the article, Steve Riden is quoted as follows:

Boston attorney Stephen D. Riden called BRT “required reading for any attorney who is going to represent or be adverse to an LLC or trust in federal court.”

The case illustrates that the burden to conclusively establish the diversity of citizenship “never ends,” Riden said. He noted that the parties thought they were doing the right thing by stipulating that diversity existed, apparently having mutually decided that it may not be worth the effort to drill down and identify every natural person involved in a trust or LLC.

But the 1st Circuit was “merciless” in emphasizing that there are “no shortcuts,” he said.

***

As much as the 1st Circuit’s decision is a “cautionary tale,” it is also a “helpful guide,” recommending a process of conducting limited jurisdictional discovery of non-public information at the outset of a case to confirm that jurisdictional diversity exists, Riden observed.

“This is a decision that cannot be ignored, with application to every single case in federal court with an LLC, LLP or a trust as a party,” Riden said.

The article is by Massachusetts Lawyers Weekly’s reporter, Kris Olson.

Steve is a seasoned litigator with substantial experience successfully litigating complex commercial matters in state and federal court. His exceptional track record in navigating the intricacies of court procedures, coupled with his deep understanding of commercial law, has earned him a reputation for delivering favorable outcomes for his clients. With an acute attention to detail and an unwavering commitment to upholding the rights and interests of his clients, Steve consistently demonstrates his ability to effectively advocate for their positions.

15Apr2023

Stephen Riden Quoted in Massachusetts Lawyers Weekly

April 15, 2023

Steve RIden

business litigation, massachusetts lawyers weekly, stephen riden Close Corporations, News

A recent issue of Massachusetts Lawyers Weekly features discussion with Steve Riden in an article titled “In family business dispute, appraisal right deemed waived.”

The article covers a decision by a Massachusetts Superior Court judge concerning a close corporation dispute. The decision was entered in the case titled Szawlowski Potato Farms, Inc., et al. v. Szawlowski, et al.

The decision addresses a situation involving a dispute among family members in a close corporation. The estate of one family member sought to exercise certain rights under the owners’ shareholder stock redemption agreement. However, after undertaking a close analysis of the parties’ agreements and communications, the court ruled that the estate waived its contractual right to seek an appraisal of the decedent’s ownership interest in the company.

In the article, Steve Riden is quoted as follows:

Boston attorney Stephen D. Riden said apparently it was particularly helpful to the companies that, in the notice of their intent to repurchase the decedent’s interest, they had flagged the trustee’s deadline to request the appraisal, which made it easier for the judge to find waiver of that right.

For his part, the trustee seemed to have treated the notice as an invitation to negotiate a settlement of all disputes between the parties, which Riden called “a completely appropriate strategy.”

But at the same time, the trustee needed to expressly exercise his appraisal rights under the contract.

“The lesson there is to still keep your eye on the ball and make sure that you’re sticking to the terms of the contract in case the effort to negotiate fails,” Riden said.

The article is by Massachusetts Lawyers Weekly’s reporter, Kris Olson.

Steve has substantial experience representing owners involved in intra-corporate disputes, including shareholder litigation and close-corporation control matters.

25Jan2023

Russell Beck to Speak on Massachusetts Lawyers Weekly Panel About Proposed Noncompete Ban

January 25, 2023

Steve RIden

Federal Trade Commission, FTC, massachusetts lawyers weekly, russell beck Federal Noncompete Regulation, News, Noncompete agreements

Russell Beck will appear on a panel assembled by Massachusetts Lawyers Weekly titled “FTC Proposes Nationwide Ban on Non-Competes.”

The seminar will focus on the Federal Trade Commission’s proposed Noncompete Clause Rule, which would essentially ban all employee noncompete agreements. The free event will be held on Monday, January 30, 2023, at 2:00 p.m. ET on Zoom. More information and registration is available here.

Anyone who is unable to attend the live session should still register, as Lawyers Weekly will send a recording and the slides after the presentation.

Panelists will discuss the current landscape, what the rule says, what the impact will be on employers, what the timeline might be for implementation, the implications for non-disclosure agreements and other restrictive covenants, what alternatives the FTC might consider, and what businesses can do.

or up-to-the-minute analysis of legal issues concerning trade secrets and non-compete agreements in Massachusetts and across the United States, read Russell Beck’s blog, Fair Competition Law.

Russell frequently writes and speaks about current efforts to regulate noncompete agreements. He was featured on NPR and quoted in the New York Times discussing federal regulatory efforts targeting noncompete agreements. In January 2023, Russell was quoted in a Bloomberg Law article about the FTC’s proposed rule, and he wrote an article for Law360 called “Companies Must Brace For FTC’s Overbroad Noncompete Rule.” In April 2020, Russell Beck and Erika Hahn’s article about the FTC’s investigation about whether it should regulate noncompetes was published by Law360. In July 2019, Law360 published Russell Beck’s analysis of misconceptions in the noncompete debate.

Russell Beck’s work in this area is well recognized, and includes:

Over thirty years of experience working on trade secret, noncompete, and unfair competition matters
Assisting the Obama White House as part of a small working group to develop President Obama’s Noncompete Call to Action
Authoring the book Negotiating, Drafting, and Enforcing Noncompetition Agreements and Related Restrictive Covenants (6th ed., MCLE, Inc. 2021), used by other lawyers to help them with their noncompete matters
Authoring the book Trade Secrets Law for the Massachusetts Practitioner (1st ed. MCLE 2019), covering trade secrets nationally, with a focus on Massachusetts law
Drafting and advising on legislation for the Massachusetts Legislature to define, codify, and improve noncompetition law
Teaching Trade Secrets and Restrictive Covenants at Boston University School of Law
Founding and administering the award-winning blog, Fair Competition Law
Establishing and administering the Noncompete Lawyers and Trade Secret Protection groups on LinkedIn, with over 1,660 and 870 members, respectively, around the world
Founded and chaired the Trade Secret / Noncompete Practice for an AmLaw 100 firm

1Oct2022

Russell Beck in Lawyers Weekly on Discovery Sanctions

October 1, 2022

Steve RIden

discovery, e-discovery, massachusetts lawyers weekly, russell beck, sanctions News, Trade Secret

A recent issue of Massachusetts Lawyers Weekly features discussion with Russell Beck in an article titled “Flouting of e-discovery orders leads to rare sanction of default.”

The article covers a federal court decision in the U.S. District of Massachusetts concerning a misappropriation-of-trade-secrets lawsuit that resulted in the entry of sanctions against the defendants. The court order notes that the defendants were given multiple prior orders to produce certain documents, and that the defendants provided affidavits that they had complied with these orders. The article was written by Lawyers Weekly reporter Kris Olson.

In Red Wolf Energy Trading, LLC v. BIA Capital Mgmt., LLC, Judge Mark L. Wolf explained that the case “generated more meritorious motions to compel and for sanctions against defendants for failure to produce documents than any other case in which this court has presided in more than 37 years.”

One issue raised by the court was that myriad relevant messages exchanged by the defendants over a Slack account were not produced in a timely fashion, and that “defendants could have used ‘a standard eDiscovery processing tool’ to search and produce Slack messages for a cost of about $10,000” three years before the court’s decision. The court further explained that “[t]he law is not a game, and, as the court told defendants, civil discovery is not a game of hide and seek.”

The article quotes Russell Beck as follows:

Boston business litigator Russell Beck said another lesson from Red Wolf is in the value of paying the $10,000 for a proper forensic vendor.

“While it may feel like a lot of money, it is well worth the expense,” Beck said.

That will be especially true in cases involving allegations of misappropriated trade secrets, which come with a lot of e-discovery that can be expensive to contend with.

“But the consequences of doing it improperly can be worse,” Beck said.

____

For up-to-the-minute analysis of legal issues concerning trade secrets and noncompete agreements in Massachusetts and across the United States, read Russell Beck’s blog, Fair Competition Law.

Russell Beck’s work in this area is well recognized, and includes:

Over thirty years of experience working on trade secret, noncompete, and unfair competition matters
Assisting the Obama White House as part of a small working group to develop President Obama’s Noncompete Call to Action
Authoring the book Negotiating, Drafting, and Enforcing Noncompetition Agreements and Related Restrictive Covenants (6th ed., MCLE, Inc. 2021), used by other lawyers to help them with their noncompete matters
Authoring the book Trade Secrets Law for the Massachusetts Practitioner (1st ed. MCLE 2019), covering trade secrets nationally, with a focus on Massachusetts law
Drafting and advising on legislation for the Massachusetts Legislature to define, codify, and improve noncompetition law
Teaching Trade Secrets and Restrictive Covenants at Boston University School of Law
Founding and administering the award-winning blog, Fair Competition Law
Establishing and administering the Noncompete Lawyers and Trade Secret Protection groups on LinkedIn, with over 1,660 and 870 members, respectively, around the world
Founded and chaired the Trade Secret / Noncompete Practice for an AmLaw 100 firm

1Aug2022

Russell Beck in Lawyers Weekly on Restrictive Covenants

August 1, 2022

Steve RIden

massachusetts lawyers weekly, russell beck News, Noncompete agreements, Wage & Hour

A recent issue of Massachusetts Lawyers Weekly features discussion with Russell Beck in an article titled “Aesthetician can sue ex-employer for tortious interference, 93A.”

The article covers a Massachusetts Superior Court decision concerning a lawsuit filed by an aesthetician against her former employer. The aesthetician alleges that, after she was terminated, her former employer sent her a cease-and-desist letter and contacted third parties to warn them against doing business with her. The aesthetician contends that her prior employer does not have an enforceable noncompete agreement, and that the communications to third parties were false and derogatory. The article was written by Lawyers Weekly reporter Eric T. Berkman.

According to the article, the Bristol County Superior Court Judge, in Macaroco v. Vanity Lab, LLC, et al. (Lawyers Weekly No. 12-040-22), denied the former employer’s motion to dismiss, ruling that the plaintiff’s allegations that the former employer “published false and derogatory statements about the quality of her services to at least one third party, and that it sent the cease and desist letter with the intention of gaining a business advantage over her while knowing the restrictive covenants were unenforceable, were enough to state trade libel and Chapter 93A claims respectively.”

The article quotes Russell Beck as follows:

Boston employment attorney Russell Beck, who handles trade secret and noncompete disputes, said the case provides guidance to employees trying to determine if they should affirmatively sue over attempts to enforce a likely invalid restrictive covenant, or whether they should wait and see if the employer actually follows through with a lawsuit of its own.

“Most times the calculus yields a result where you don’t challenge it and you wait,” he said. “But where, like here, the employer also allegedly went so far as to tell its customers, ‘We’re going to sue this person because they’re violating their covenants and you can’t work with them,’ coupled with a situation where the employee allegedly wasn’t paid appropriately in the first place, you’ve got the makings of a good reason not to wait.”

____

For up-to-the-minute analysis of legal issues concerning noncompete agreements in Massachusetts and across the United States, read Russell Beck’s blog, Fair Competition Law.

Russell Beck’s work in this area is well recognized, and includes:

Over thirty years of experience working on trade secret, noncompete, and unfair competition matters
Assisting the Obama White House as part of a small working group to develop President Obama’s Noncompete Call to Action
Authoring the book Negotiating, Drafting, and Enforcing Noncompetition Agreements and Related Restrictive Covenants (6th ed., MCLE, Inc. 2021), used by other lawyers to help them with their noncompete matters
Authoring the book Trade Secrets Law for the Massachusetts Practitioner (1st ed. MCLE 2019), covering trade secrets nationally, with a focus on Massachusetts law
Drafting and advising on legislation for the Massachusetts Legislature to define, codify, and improve noncompetition law
Teaching Trade Secrets and Restrictive Covenants at Boston University School of Law
Founding and administering the award-winning blog, Fair Competition Law
Establishing and administering the Noncompete Lawyers and Trade Secret Protection groups on LinkedIn, with over 1,660 and 870 members, respectively, around the world
Founded and chaired the Trade Secret / Noncompete Practice for an AmLaw 100 firm

11Jul2022

Stephen Riden Quoted in Massachusetts Lawyers Weekly

July 11, 2022

Steve RIden

attorney-client privilege, business litigation, massachusetts lawyers weekly, stephen riden News

A recent issue of Massachusetts Lawyers Weekly features discussion with Steve Riden in an article titled “Door opened to surcharge against breaching fiduciary.”

The article covers a decision by the Supreme Judicial Court concerning the availability of “surcharge” as an equitable remedy in claims for breach of fiduciary duty in the context of a close corporation dispute. The decision was entered in the case titled Tocci v. Tocci.

The decision addresses a situation involving a dispute among family members in a close corporation. One family member was accused of diverting money from the company for his own benefit. The SJC ruled that, as a general matter, a surcharge may be used to award a plaintiff the costs of attorney’s fees in a close corporation dispute when the plaintiff asserts a claim on behalf of the corporation against a fiduciary for breach of the duty of loyalty. This was the first time the SJC affirmed the use of surcharge in this context.

In the article, Steve Riden is quoted as follows:

Boston attorney Stephen D. Riden said he also takes a broader lesson from the SJC’s decision in Tocci.

“It reminds litigants that they can be creative when they ask for equitable relief,” Riden said. “Just because something has not been done before in Massachusetts does not mean it is not available to you.”

The article is by Massachusetts Lawyers Weekly’s reporter, Kris Olson.

Steve has substantial experience representing owners involved in intra-corporate disputes, including shareholder litigation and close-corporation control matters.

6May2022

Stephen Riden Discusses Attorney-Client Privilege in Massachusetts Lawyers Weekly

May 6, 2022

Steve RIden

attorney-client privilege, business litigation, massachusetts lawyers weekly, stephen riden News

A recent issue of Massachusetts Lawyers Weekly features discussion with Steve Riden in an article titled “Accidentally disclosed draft letter must be returned.”

The article covers a decision by a Superior Court judge in the Business Litigation Session concerning whether a litigant’s accidental disclosure of privileged information constituted a waiver of the attorney-client privilege. The decision was entered in the case titled Van Vuuren v. Lowenstein Sandler LLP, et al. (Lawyers Weekly No. 09-004-22).

The decision addresses a situation involving a party’s mistaken disclosure of a draft letter, which was attached to a motion filed in a shareholder freezeout suit. The party who received the inadvertently-disclosed document resisted a motion to compel its return and argued that the attorney-client privilege was waived. The court (Judge Kenneth W. Salinger) ruled that the accidental disclosure did not constitute a waiver of the privilege.

In the article, Steve Riden is quoted as follows:

Boston civil litigator Stephen D. Riden said he was pleased by the court’s acknowledgement that lawyers are humans and humans make mistakes.

“I think every practitioner has had that ‘Oh, no!’ moment when they fear they have accidentally produced privileged information and are worried they have done lasting damage to a client,” Riden said. “It happens all the time, but what this court is saying is that one mistake isn’t going to open the door into discovery of protected privileged communications.”

The article is by Massachusetts Lawyers Weekly’s reporter, Eric T. Berkman.

19Aug2021

Russell Beck to Speak About Federal Regulation of Noncompete Agreements

August 19, 2021

Steve RIden

massachusetts lawyers weekly, russell beck News, Trade Secret

Russell Beck will appear on a panel of experts assembled by Massachusetts Lawyers Weekly, titled “Noncompetes and the Biden administration: What comes next.”

The free event will be held on Friday, August 20, 2021, at 10:00 AM ET on Zoom. More information and registration available here.

Anyone who is unable to attend the live session should still register, as Lawyers Weekly will send a recording and the slides after the presentation.

Panelists will discuss President Joe Biden’s recently-released Executive Order that asks the Federal Trade Commission to take steps to “curtail the unfair use of noncompete clauses and other clauses or agreements that may unfairly limit worker mobility.”

The panel will analyze what happens next, what steps the FTC might take, and what companies should do in the meantime, including how to evaluate your current noncompetes and what else you can do to protect your business interests.

The panel also includes:

Andrew P. Botti of McLane Middleton
Lisa A. Zaccardelli of Hinckley Allen

___

For up-to-the-minute analysis of legal issues concerning noncompete agreements in Massachusetts and across the United States, read Russell Beck’s blog, Fair Competition Law.

Russell Beck’s work in this area is well recognized, and includes:

Over thirty years of experience working on trade secret, noncompete, and unfair competition matters
Assisting the Obama White House as part of a small working group to develop President Obama’s Noncompete Call to Action
Authoring the book Negotiating, Drafting, and Enforcing Noncompetition Agreements and Related Restrictive Covenants (6th ed., MCLE, Inc. 2021), used by other lawyers to help them with their noncompete matters
Authoring the book Trade Secrets Law for the Massachusetts Practitioner (1st ed. MCLE 2019), covering trade secrets nationally, with a focus on Massachusetts law
Drafting and advising on legislation for the Massachusetts Legislature to define, codify, and improve noncompetition law
Teaching Trade Secrets and Restrictive Covenants at Boston University School of Law
Founding and administering the award-winning blog, Fair Competition Law
Establishing and administering the Noncompete Lawyers and Trade Secret Protection groups on LinkedIn, with over 1,660 and 870 members, respectively, around the world
Founded and chaired the Trade Secret / Noncompete Practice for an AmLaw 100 firm

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