Massachusetts Limitation on Disposition of Securities Memorandum

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Control #:
US-TC1015
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Description

The purpose of this memorandum is to review certain reporting and disclosure requirements, and certain restrictions that may limit the disposition of securities of the company held by its officers, directors and principal shareholders, which are imposed by the Securities Act of 1933, the Securities and Exchange Act of 1934, and the rules of the Securities and Exchange Commission thereunder. This memorandum is prepared for the management of the company and should be treated as a confidential communication between the company and its counsel.

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FAQ

Federal Rule of Civil Procedure (?FRCP?) 30(b)(6) governs the depositions of organizations, including corporations, partnerships, associations, and governmental agencies. The party seeking to depose the organization must ?describe with reasonable particularity the matters for examination? in its deposition notice.

In Massachusetts, these were known as decisions, named after the appellate rule that permitted the Appeals Court to decide that a case was a ?no brainer? one way or the other?either there was ?no substantial question of law presented,? or that there was a ?clear error of law? involved.

To expedite its business, the court may provide by order for the submission and determination of motions without oral hearing upon brief written statements of reasons in support and opposition. The court may require the filing of briefs, in such form and within such time as it may direct.

Within 21 days after service of the Motion Papers, any party opposing the motion must serve on the moving party the original and one copy of the Opposition, and must serve on all other parties one copy of the Opposition.

Rule (30)(b)(6) applies to depositions of both party and nonparty corporations. For nonparty deponent corporations, the rule requires that the noticing party issue a subpoena. The rule has two basic requirements. First, the notice must describe with ?reasonable particularity? the matters for examination.

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Massachusetts Limitation on Disposition of Securities Memorandum