Marc Boiron

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I am Chief Executive Officer at Polygon Labs where I oversee all aspects of the…

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Experience & Education

  • Polygon Labs

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Licenses & Certifications

  • State Bar of California

    -

    Issued

  • State Bar of Delaware

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    Issued

Volunteer Experience

Publications

  • Lessons from Delaware on Noncompete Best Practices

    Los Angeles & San Francisco Daily Journal

    This article discusses Delaware’s application of California law to the interpretation of a noncompete provision in the stockholders’ agreement of a Delaware corporation entered into with an employee of the corporation based in California. The court found that it could not exercise personal jurisdiction over the employee because the employee did not negotiate or draft the stockholders’ agreement and that agreement did not include a Delaware forum-selection provision even though it included a…

    This article discusses Delaware’s application of California law to the interpretation of a noncompete provision in the stockholders’ agreement of a Delaware corporation entered into with an employee of the corporation based in California. The court found that it could not exercise personal jurisdiction over the employee because the employee did not negotiate or draft the stockholders’ agreement and that agreement did not include a Delaware forum-selection provision even though it included a Delaware choice of law provision.

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  • Delaware Update: Amendments to General Corporation Law

    Los Angeles & San Francisco Daily Journal

    This article discusses a couple of the recent amendments to the General Corporation Law of the State of Delaware. It specifically addresses the fact that stockholder consents no longer need to be individually dated and the manner in which blockchain technology is being implemented in Delaware corporations and other areas of Delaware law.

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  • Fixing the Unfixable Cap Table

    Orange County Business Journal

    This article discusses methods available under the Delaware General Corporation Law to fix corporate issues that may have created problems in a Delaware corporation's cap table.

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  • Ruling Clarifies Ability to Ratify Corporate Acts

    Los Angeles and San Francisco Daily Journal

    This article discusses a recent decision under Delaware law finding that the ratification provisions of Section 204 of the General Corporation Law of the State of Delaware cannot be relied on to ratify an action that stockholders previously rejected. It is a narrow but important holding that has little impact on the widespread use of Section 204 to ratify a “defective corporate act,” which essentially is any act that were not properly authorized by the board of directors or stockholders.

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  • Fiduciary vs Contractual Obligations

    Los Angeles and San Francisco Daily Journal

    This article discusses recent limitations the Delaware courts have imposed on stockholders’ redemption rights. Notwithstanding a company’s contractual obligation to redeem a stockholder’s shares, the directors must put their fiduciary obligations ahead of contractual obligations, even if that means breaching the contract. In order for directors to comply with their fiduciary duties while satisfying their contractual obligation to redeem stock, the stockholder should negotiate for terms that…

    This article discusses recent limitations the Delaware courts have imposed on stockholders’ redemption rights. Notwithstanding a company’s contractual obligation to redeem a stockholder’s shares, the directors must put their fiduciary obligations ahead of contractual obligations, even if that means breaching the contract. In order for directors to comply with their fiduciary duties while satisfying their contractual obligation to redeem stock, the stockholder should negotiate for terms that create a sufficient economic burden on the company during the term the stock is not redeemed for the directors to take significant action without breaching their fiduciary duties.

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  • Guidance on Grants of Equity To Directors

    Los Angeles & San Francisco Daily Journal

    This article discusses stockholder ratification under Delaware law of equity compensation grants to directors who are members of the board of directors approving the grant. Specifically, stockholders will be deemed to have ratified a grant of equity awards to directors if the equity incentive plan has been approved by the stockholders and that plan contains “specific limits” on the awards that can be granted to the directors, even if those limits are not meaningful.

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  • Clarity on the Right to Inspect Books

    Los Angeles & San Francisco Daily Journal

    This article discusses a recent Delaware decision finding that a stockholder must file an action seeking books and records of a company before the closing of a transaction that results in the stockholder ceasing to be a stockholder, notwithstanding the fact that the stockholder made a demand for inspection on the company’s board of directors before the closing of that transaction. Therefore, in Delaware, only a person who is a stockholder at the time that person files an action will have…

    This article discusses a recent Delaware decision finding that a stockholder must file an action seeking books and records of a company before the closing of a transaction that results in the stockholder ceasing to be a stockholder, notwithstanding the fact that the stockholder made a demand for inspection on the company’s board of directors before the closing of that transaction. Therefore, in Delaware, only a person who is a stockholder at the time that person files an action will have standing to compel the inspection of books and records.

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  • Avoiding California Law as a Delaware Corporation

    Los Angeles and San Francisco Daily Journal

    This article provides a strategy for Delaware corporations that are located in California to avoid having California corporate law apply to them. The strategy gives California-based businesses, which often struggle with potentially having to comply with California corporate and Delaware corporate law, an alternative to the status quo.

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  • Private Planes and Director Independence

    Los Angeles & San Francisco Daily Journal

    This article discusses issues relating to the independence of directors when taking board action. Specifically, the Delaware court decided that co-ownership of an airplane caused the owners thereof to be unable to make independent board decisions with respect to one another and that relationships between entrepreneurs and venture capital firms create an economic entanglement that renders them unable to make independent decisions with respect to one another.

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  • Rare Case of a Breach of Care and Loyalty

    Los Angeles & San Francisco Daily Journal

    This article discusses whether officers of a Delaware corporation have the same protections as directors for breach of fiduciary duties. Although directors and officers of Delaware corporations owe the same fiduciary duties, the business judgment presumption applying to directors does not clearly apply to officers as well.

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  • Ruling Doesn't Alter a Director's Access to Books and Records

    Los Angeles & San Francisco Daily Journal

    This article discusses a circumstance under which a director of a Delaware corporation may be denied the right to inspect the books and records of the corporation even though directors generally have an “essentially unfettered” right to information regarding the corporation. Specifically, if the director is seeking the information to harm or compete with the corporation, then the director is not entitled to that information.

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  • Lessons from Derek Jeter's Journey to Court

    Los Angeles Daily Journal

    This article discusses claims for breach of the implied covenant of good faith and fair dealing and breach of contract made against Derek Jeter in connection with his directorship and agreement entered into with a clothing company. The litigation is a good example of issues that arise when people fail to recognize the different duties that arise under contract law and corporate law and the effect of the interaction between them.

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  • Delaware Court Dishes on Conditions to Closing a Transaction

    Los Angeles Daily Journal

    This article discusses the interpretation of the term "commercially reasonable efforts" under Delaware law, a term that has rarely been interpreted in prior Delaware case law but is often used in agreements. In addition, this article discusses the risks of conditioning the closing of a transaction on the receipt of a legal opinion at closing.

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  • Court Clears Up Admin of Stock Options

    Los Angeles Daily Journal

    This article addresses the required treatment of stock options and other awards in a merger. According to the Delaware court’s decision discussed in this article, stock options must be treated in a manner permitted by the equity incentive plan pursuant to which the options were granted, and the failure to properly treat those options may result in post-closing damages being awarded to the option holders. It is a good reminder that in most instances the administrator of the equity incentive…

    This article addresses the required treatment of stock options and other awards in a merger. According to the Delaware court’s decision discussed in this article, stock options must be treated in a manner permitted by the equity incentive plan pursuant to which the options were granted, and the failure to properly treat those options may result in post-closing damages being awarded to the option holders. It is a good reminder that in most instances the administrator of the equity incentive plan should be given broad rights with respect to the treatment of awards under a plan

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  • Cybersecurity Strategies for Small and Middle-Market Companies

    Orange County Business Journal

    This article provides an overview of certain key strategies that small and middle-market companies should consider to protect themselves and their customers from cybersecurity attacks. Although significant time is spent focused on strategies for large companies with significant resources, small and middle-market companies are increasingly targeted in cyber attacks but have yet to implement cybersecurity procedures, often as a result of the perceived prohibitive cost.

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  • Delaware Axes Personal Jurisdiction Precedent

    Los Angeles Daily Journal

    This article discusses the Delaware Supreme Court’s recent decision to overturn longstanding Delaware precedent holding that non-Delaware corporations registered to do business in Delaware are subject to general personal jurisdiction in Delaware even for actions that do not relate to or occur in Delaware. Based on this recent decision, with limited exceptions, Delaware courts have general personal jurisdiction over non-Delaware corporations only if they are incorporated in Delaware or have…

    This article discusses the Delaware Supreme Court’s recent decision to overturn longstanding Delaware precedent holding that non-Delaware corporations registered to do business in Delaware are subject to general personal jurisdiction in Delaware even for actions that do not relate to or occur in Delaware. Based on this recent decision, with limited exceptions, Delaware courts have general personal jurisdiction over non-Delaware corporations only if they are incorporated in Delaware or have their principal place of business in Delaware.

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  • Disclosure Obligations in Absence of Fiduciary Duties

    Los Angeles Daily Journal

    This article discusses the impact that eliminating fiduciary duties of the governing body of an alternative entity has on disclosure obligations to the partners or members of that entity. Delaware courts have recognized that partners and members often do not understand the issues created by eliminating fiduciary duties but that Delaware’s principle of freedom of contract nevertheless permits eliminating those duties.

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  • When Minority Stockholders Control

    Los Angeles Daily Journal

    This article addresses the Delaware courts’ analysis of whether contractual provisions may cause a stockholder to become a controlling stockholder, including the effect contractual provisions may have on causing directors to be under the influence of the stockholder. In addition, this article discusses the impact that failing to attached an exhibit to a stockholder consent has on the validity of that consent.

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  • Disclosures when Approval not Required

    Los Angeles Daily Journal

    This article discusses circumstances under which all material information relating to a transaction that is not subject to stockholder approval under Delaware law needs to be disclosed in connection with a stockholder vote on other transactions. In addition, it addresses the requirement that disclosures be made directly to stockholders rather than requiring stockholders to seek the information in press releases, investors presentations or other public materials.

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  • Declassified Board Requires Director Removal With or Without Cause

    Delaware Business Court Insider

    This article discusses the Delaware Court of Chancery's ruling that directors on a board of directors that has been declassified must be able to be removed with or without cause and considerations when declassifying a board of directors.

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  • Delaware Court Gives Guidance on Valuation

    Los Angeles Daily Journal

    This article discusses the Delaware Court of Chancery's analysis of valuation processes set out in LLC agreements. Specifically, the court concluded that where parties agree to make an appraiser’s valuation binding and not subject to judicial review, judicial review of the valuation would be appropriate only to determine the appraiser’s independence or whether the appraiser’s conduct was arbitrary or unreasonable.

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  • Fake Shipments Test Acquisition Agreement

    Los Angeles Daily Journal

    This article discusses the effects of a disclaimer of reliance provision in a stock purchase agreement on fraud claims based on extra-contractual statements and omissions. The court’s decision diverges from Delaware precedent regarding the contractual language required to disclaim fraud liability based on extra-contractual omissions.

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  • Zuckerberg Isn't Above Corporate Formalities, Nor Are You

    Los Angeles Daily Journal

    The article discusses a recent decision of the Delaware Court of Chancery that concluded that a controlling stockholder’s attempt to informally take an action as a stockholder was invalid. The decision is important because it shows that a stockholder’s ability to cause a corporation to take nearly any action does not mean that statutory requirements of Delaware law can be ignored.

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  • Pitfalls of Delaware Corporate Law

    Orange County Business Journal

    This article discusses certain formalities that must be followed under the General Corporation Law of the State of Delaware for actions taken by directors and stockholders to be effective. In addition, it provides best practices in connection with such formalities and reasons why validating effective acts pursuant to a recent amendment to the Delaware corporate code is not a desirable approach.

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  • The Battle of Business Judgment and Entire Fairness

    Los Angeles Daily Journal

    This article discusses the Delaware Supreme Court’s holding in Corwin v. KKR Financial Holdings LLC that an uncoerced and fully informed disinterested vote of the stockholders shifts the standard of review from entire fairness to business judgment in a merger without a controlling stockholder. In addition, the court concluded that the business judgment standard of review would apply in such a merger after receiving such vote even if the Revlon enhanced scrutiny standard of review otherwise…

    This article discusses the Delaware Supreme Court’s holding in Corwin v. KKR Financial Holdings LLC that an uncoerced and fully informed disinterested vote of the stockholders shifts the standard of review from entire fairness to business judgment in a merger without a controlling stockholder. In addition, the court concluded that the business judgment standard of review would apply in such a merger after receiving such vote even if the Revlon enhanced scrutiny standard of review otherwise would have applied.

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  • Keep Controlling Stockholders in Check

    Los Angeles Daily Journal

    This article discusses the breach of fiduciary duty claims brought in the going-private transaction involving Dole Food Co. Inc. The controlling stockholder and the general counsel were found personally liable for damages of approximately $148 million as a result of fraudulent conduct of the general counsel.

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  • Strategic Adoption of Forum-Selection Bylaws

    Delaware Business Court Insider

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Honors & Awards

  • Speaking Engagement - How to Evaluate if a Token is a Security

    StartEngine ICO 2.0 Summit

    This speaking engagement had me as a panelist discussing how to evaluate if a token sold in an ICO is a security.

  • Speaking Engagement: Don't Be a Corporate Law Dumbo: Update on Delaware law, Current Trends and Best Practices

    Association of Corporate Counsel

    This presentation gave in-house counsel an overview of anticipated amendments to the Delaware General Corporation Law and practical tips for legal issues they face day-to-day.

  • Speaking Engagement: Forming a Company with the Plan To Raise Capital

    UC CAI Medical Device Retreat

    This presentation covered, among other things, selecting the right entity and the state of incorporation for the entity and understanding the corporate documents that all founders will encounter, including the manner in which they will change with time as capital is raised.

  • Speaking Engagement: Common Delaware Corporate Law Mistakes that Every California Attorney Should Avoid

    Orange County Bar Associate - Business and Corporate Section

    This presentation covered how to avoid and remedy common mistakes of Delaware corporations, including, among others, overpaying franchise taxes, electing Delaware law to govern non-competes, failing to include forum selection provisions in organizational documents, ignoring cybersecurity risks, electronically dating stockholder consents, improperly giving stockholder notices electronically, and failing to calculate surplus before distributions.

  • Speaking Engagement: Practical Tips Every Corporate Counsel Should Know About the Most Common Delaware Law Pitfalls

    Orange County Bar Association - Corporate Counsel Section

    This presentation covered how to avoid and remedy common mistakes of Delaware corporations, including, among others, overpaying franchise taxes, electing Delaware law to govern non-competes, failing to include forum selection provisions in organizational documents, ignoring cybersecurity risks, electronically dating stockholder consents, improperly giving stockholder notices electronically, and failing to calculate surplus before distributions.

Languages

  • English

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  • French

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Organizations

  • California State Bar Association

    -

    - Present

  • Delaware State Bar Association

    -

    - Present

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