Bingham

 Bingham
  1. Boston
  2. T
     +1.617.951.8143
  3. F
     +1.617.428.6444

Services

Education

  1. The University of Chicago Law School, Juris Doctor (1988)
  2. The University of Chicago, Artis Baccalaureate, With Honors (Highest Academic Ranking) (1985)

Admissions

  1. Admitted to practice in New York and Massachusetts
  2. U.S. Court of Appeals, District of Columbia Circuit
  3. U.S. Court of Appeals, First Circuit
  4. U.S. Court of Appeals, Second Circuit
  5. U.S. District Court, District of Massachusetts
  6. U.S. District Court, Southern District of New York
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Beth I.Z. Boland

Partner

After starting her career as a clerk to the Hon. Milton Pollack (SDNY) assigned to the Ivan Boesky/Michael Milken insider trading and shareholder cases, Beth Boland has concentrated her practice on consumer/shareholder class actions, corporate governance and securities issues. Recently named one of Massachusetts’ “most influential attorneys,” she represents clients in SEC and attorney general investigations, shareholder disputes and derivative actions, and fraudulent sales practice class actions and privacy issues in a variety of industries, including financial services, high-tech and manufacturing/retail. She serves as lead counsel representing special committees of corporate boards in connection with, e.g., executive compensation and stock option internal investigations, whistleblower claims over accounting write-downs and major strategic transactions such as a sale of the company. She has experience representing clients involved in multi-agency investigations such as the mutual fund market-timing probes and representing corporate officers and directors in a variety of shareholder disputes and proxy battles. She also represents several of the nation’s largest retail chains in multiparty class action litigation and attorney general investigations over pricing and privacy issues.

Experience

  • BJ’s Wholesale Club — Obtained summary judgment for BJ’s in connection with claims brought on behalf of a putative class of consumers challenging BJ’s practice of renewing annual memberships based on the date of expiration of the prior years’ membership, rather than on the date of the renewal. After the close of discovery, BJ’s moved for summary judgment against the claims. The court granted in large part that motion, based on BJ’s provision of a post-expiration “grace period” for membership renewals, and to the extent the court denied summary judgment on the remaining claims, it emphasized the existence of issues of material fact such that class certification on such claims will be very difficult to achieve.
  • Yucaipa American Alliance Fund — Represented Yucaipa and its principal Ron Burkle in their challenge to the validity of the shareholder rights plan adopted by the board of directors of Barnes & Noble, on grounds that the rights plan is unreasonable in light of a pre-existing insider voting group holding 32–38 percent of the company’s outstanding shares, it impinges on Yucaipa’s ability to conduct a proxy contest for the election of directors and it has been used in a discriminatory manner.
  • SEC investigation of accounting issues — Led the representation of a publicly traded manufacturing company in connection with an SEC investigation into the company’s restatement of its financial results, the withdrawal of its outside audit firm and the company’s public disclosures on other related issues. After a two-year investigation, the SEC recently decided not to pursue enforcement action against the company.
  • Mortgage-backed securities litigation — Representing a major Wall Street investment bank in several cases asserting multibillion-dollar claims brought by various institutional investors in connection with the sale of residential mortgage-backed securities by means of allegedly untrue statements.
  • AG Investigation of False Claims Act issues — Representing a Fortune 100 multinational company in connection with threatened claims under the state False Claims Act for false statements made in connection with a multimillion dollar government contract.
  • Rent-a-Center USA — Led the representation of Rent-a-Center USA and affiliated defendants in federal class action alleging that defendants’ rent-to-own contracts were considered “installment sales” rather than “leases,” and as such, were subject to state usury laws. If plaintiffs had prevailed, the industry could not have continued operate in its current form in Massachusetts. The district court certified the question to the Massachusetts Supreme Judicial Court, which issued a 7–0 opinion (1 justice concurring) in defendants’ favor. In the wake of the SJC opinion, the parties executed a joint stipulation of dismissal of the federal district court matter.
  • Internal investigation of financial fraud claims — Led investigation by audit committee of publicly traded company in connection with claims asserted by financial department “whistleblower” regarding certain corporate governance, government contracting, accounting and other irregularities.
  • Home Depot Inc. — Emerged victorious for Home Depot when the Massachusetts Appeals Court issued a 3–0 opinion for the defendant in a class action alleging that Home Depot improperly collected state sales tax on certain types of customer purchases under the Massachusetts consumer protection statute, M.G.L. c. 93A. In the opinion, the appeals court affirmed the lower court ruling in favor of Home Depot in all respects and awarded litigation costs.
  • Force Protection Inc. — Represented Force Protection in litigation in federal court against Protected Vehicles Inc. and former employees of Force Protection, on grounds that defendants used confidential information and trade secrets to create a competing business. The defendants counterclaimed on grounds that company officers and directors allegedly entered into transactions in which such officers and directors maintained a financial interest; engaged in backdating and certain other improper acts in connection with certain stock issuances; and committed allegedly wrongful acts with respect to a procurement contract with a foreign government. The parties settled the matter, in which defendants agreed to withdraw their counterclaims, return the company’s property, purge their computer devices of company materials, and pay the company all costs associated with doing so.
  • Circuit City Stores Inc. — Represented Circuit City in a product warranty class action matter involving claims against retailer asserting violations of consumer protection act and attorney general pricing regulations. In face of significant motion for summary judgment, the case settled on favorable terms including coupon distribution.
  • Item pricing class actions — Served as lead outside counsel for national retailers such as Home Depot, Circuit City, and Crate and Barrel in a series of class action suits involving alleged violations of the Massachusetts item pricing regulation. The cases settled after mediation, primarily with cy-près distribution of goods and cash to charitable organizations. She also led the “steering committee” of retailers investigated by the attorney general’s office for violations of the item pricing regulations, and helped bring about recent changes in the regulation.
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Events

  • Panelist, Issues Faced by NonProfit Boards in 2012 – Is it ever going to get better?, NACD Breakfast Series Program, Boston (June 12, 2012)
  • Speaker, Changing Landscape of Privacy and Consumer Data Protection, Bingham Client Webinar (March 2011)
  • Speaker, Understanding the New Privacy Regulatory Environment, Corporate Information Security Officer Executive Network, Boston (Feb. 2, 2011)
  • Speaker, Dealing with Shareholder and Consumer Activists in the Boardroom, Women Corporate Directors Network, Boston (Jan. 24, 2011)
  • Speaker, Effective Strategies for Independent Directors, Women Corporate Directors Program - Boston (January 2011)
  • Speaker, International Privacy Issues, Association of Corporate Counsel All Program — Small Big Issues: Your Increasingly International 21st Century Practice, Boston (November 2010)
  • Panelist, Recent Developments in Privacy and Data Security for Hedge Funds, Bingham Client Seminar (February 2010)
  • Panelist, Protecting Confidential Client Communications: Getting Ahead of the Massachusetts Data Protection Rule, IA Watch/BD Week Webinar (February 2010)
  • Panelist, Executive Breakfast Roundtable Series, Annual Legal Update and CISO Workshop, CSO Breakfast Club (February 2010)
  • Panelist, A Practical Guide to Understanding and Complying with Massachusetts Data Security Regulations, Bingham Client Webinar (February 2010)
  • Moderator, Leading NonProfits in Times of Economic Turmoil, The Boston Club, NonProfit Board Education Series (May 2009)
  • Panelist, Recent Developments in Class Action Law, New England Legal Foundation (April 2008)
  • Panelist, Consumer Class Actions and Injury Issues after Hershenow, Boston Bar Association Class Action (March 2008)
  • Best Practices for Effective Boards — Legal Duties and Responsibilities, National Association of Corporate Directors, New England Educational Institute (December 2007)
  • When Good Deals Go Bad: A Litigation Perspective on Merger and Acquisition-Related Disputes, New England Corporate Counsel Association (April 2007)
  • Regulatory Developments in Director/Officer Liability, National Association of Corporate Directors — New England (November 2006)
  • Corporate Governance in Action: Counseling the Board in Crisis, Boston Bar Association (November 2005)
  • Director Liability Today: Cause for Concern? or Opportunity?, Director Client Roundtable, with former SEC Chair Harvey Pitt (November 2005)
  • Multi-Agency Investigations and the Insurance Industry, American Council of Life Insurers Annual Meeting (October 2005)
  • Corporate Control Decisions in the Massachusetts Business Litigation Session, Massachusetts Bar Association Annual Business Litigation Session Conference (September 2005)
  • Audit Committee Corporate Governance and Risk Issues, Bentley College CFO Board of Director Effectiveness Training Program (September 2005)
  • Educating and Reporting to the Board on Compliance-Related Responsibilities, PLI Advanced Corporate Compliance Workshop (September 2005)
  • Critical Issues of Business Regulation and Litigation: Consumer Protection, The Directors’ Roundtable and the New England Legal Foundation (June 2005)
  • Naked and Exposed: Recent Developments Impacting D&O Liability and Protection, Association of Corporate Counsel of America (March 2005)
  • Career Path Charting in an Established Business, Boston University Women’s Leadership Forum (March 2005)
  • Technology in the Courtroom, Boston Bar Association (February 2005)
  • The SEC Speaks About Corporate Governance, National Association of Corporate Directors, New England Chapter (February 2005)
  • Litigation Trends in the Life Insurance Industry, American Council of Life Insurers Annual Meeting (February 2005)
  • SEC Hot Topics, Glasser Legal Works Symposium (November 2004)
  • Recent Litigation Developments in Corporate Acquisitions, Alliances and Joint Ventures, New England Corporate Counsel Association (November 2004)
  • Panel Chair, Marketing and Business Development for Today’s Women Lawyers, Northstar National Institute for Women in Law Firms (July 2004)
  • Regional Moderator, 2004 Corporate Compliance Institute, Practicing Law Institute (June 2004)
  • Work/Life Balance in Today’s Law Firms: Does It Still Exist?, Women’s Bar Association (June 2004)
  • Marketing for Women Lawyers, Women’s Bar Association (April 2004)
  • Managing Growth through Acquisitions, Joint Ventures, and Partnerships, American Corporate Counsel Association, New England Chapter (March 2004)
  • Key Issues Facing Boards of Directors: The Revolution in SEC Disclosure and Enforcement, The Directors Roundtable (December 2003)
  • Class Actions In Massachusetts Superior Court, Boston Bar Association CLE (November 2003)
  • Massachusetts Institute of Technology Lecturer, Managing Change and Innovations in Work, Organizations and Society, Sloan School of Management (2001, 2002)
  • Suffolk University School of Law Lecturer on legislative issues
  • Diversity Issues in Corporate Legal Departments, American Intellectual Property Lawyers Association annual meeting (June 2002)
  • SEC Regulation Fair Disclosure and Rule 10b5-1: One Year Later, American Corporate Counsel Association, New England Chapter (2001)
  • Insider Training and SEC Rule 10b5-1, CIBC Oppenheimer investment banking forum (2001)
  • The Lawyer’s Guide to Electronic Discovery, Massachusetts Continuing Legal Education (2001)
  • Women in the Legal Profession, New England Law Librarians Association (2001)
  • SEC Regulation Fair Disclosure and Rule 10b5-1, New England Corporate Counsel Association (2000)
  • Litigation in a ‘Wired’ World, New England Corporate Counsel Association (2000)
  • Co-chair, More Than Part-Time: The Effect of Reduced Hours Arrangements on the Retention, Recruitment, and Success of Women Attorneys in Law Firms, report of the Employment Issues Committee of the Women’s Bar Association of Massachusetts (2000)
  • Emerging Litigation Trends and Corporate Crisis Communications, New England Corporate Counsel Association (1998)
  • High Technology Litigation Risks, Mintz Levin Women’s Business Forum (1998)
  • The Impact of High Technology on Litigation, National Conference of Women Litigators (1998)
  • Minimizing Litigation Risks of Electronic Data, New England Corporate Counsel Association (1998)

Publications

  • Co-author, “'Say on Pay': Shareholder 'No' Votes Now Leading to Derivative Actions Challenging Executive Compensation,” Litigation Advisory (July 7, 2011)
  • Co-author, “Practical Implications of Massachusetts’ New Comprehensive Data Security Regulations,” BNA Privacy & Security Law Report (Jan. 10, 2011)
  • Co-author, “Senate’s Financial Reform Bill Impacts Executive Compensation Rules and Corporate Governance,” Litigation Advisory (June 1, 2010)
  • Co-author, “A Practical Guide to Understanding and Complying with Massachusetts Data Security Regulations,” Bingham.com (February 2010)
  • Co-author, “Recent Developments in the Business Litigation Session,” Massachusetts Lawyers Weekly (annually, since 2005)
  • Contributing Author, “Business Courts,” American Bar Association Annual Review of Developments in Business and Corporate Law (annually, since 2004)
  • “Massachusetts Supreme Judicial Court Affirms Summary Judgment Against Tobacco Company for False Advertising of “Light” Cigarettes,” Litigation Advisory (April 2009)
  • “Delaware Chancery Court Applies Business Judgment Rule to Dismiss “Business Risk” Oversight Claim, But Allows Claim for Corporate “Waste” Based on Former CEO’s Exit Package,” Litigation Advisory (March 25, 2009)
  • “New Federal Phthalates Ban Held to Apply to Current Inventories; Retailers Must Test Current Inventories to Ensure Compliance With Ban as of February 10,” Litigation Advisory (March 2, 2009)
  • “Massachusetts Attorney General Proposes New Advertising Regulations With Global Reach,” Litigation Advisory (February 25, 2009)
  • “Business Litigation in Massachusetts: The Year in Review,” Massachusetts Lawyers Weekly (February 9, 2009)
  • “SJC Deals a Double Blow to Class Actions in State Court,” Boston Bar Journal (Nov/Dec 2008)
  • Co-author, “The Class Action Fairness Act — Three Years Later and Counting,” BNA Inc. Class Action Litigation Report (May 2008)
  • “Delaware Supreme Court Reaffirms the Caremark Standard and Clarifies Duty of Good Faith in the Wake of Disney,” The Corporate Governance Advisor (March/April 2007)
  • Co-author, “Massachusetts Business Litigation Session: Looking Back on 2006 and Looking Forward to 2007,” Massachusetts Lawyers Weekly (January 2007)
  • Contributor, Annual Review of Developments in Business and Corporate Law (ABA, 2007)
  • “First Circuit Discusses Indemnification for Directors Found Liable for Insider Trading,” Litigation Advisory (December 2006)
  • Contributor, Annual Review of Developments in Business and Corporate Law (ABA, 2006)
  • “Director Liability: Lessons Learned in the Wake of the Disney Litigation,” 8K Magazine (Winter 2005)
  • Co-author, “Delaware Court of Chancery Decides Disney/Ovitz Compensation Case in Favor of All Director Defendants,” Litigation Advisory (September 2005)
  • Director Liability in the Wake of the Disney Decision PLI Telephone Briefing (Sept. 8, 2005)
  • Foreword Author, The Women Lawyer’s Rainmaking Guide (Glasser, 2005)
  • Co-author, “WorldCom Chairman May Be Subject To ‘Control Person’ Liability In Light of His ‘Extensive Industry Experience’,” Litigation Advisory (June 2005)
  • Co-author, “Consumer Class Actions Under Massachusetts General Law Chapter 93A,” Directors’ Roundtable, white paper (June 2005)
  • “The Class Action Fairness Act of 2005: What it Does and Doesn’t Do and What it Means for the Future,” Litigation Advisory (February 2005)
  • Contributor, Annual Review of Developments in Business and Corporate Law (ABA, 2005)
  • Co-chair, “The Massachusetts Business Litigation Session: Document and Caseload Analysis,” Final Report of The Business Litigation Session Resource Committee (December 2004)
  • Co-author, “Director Education: The Cornerstone of Successful Corporate Governance Reform,” NACD Directors Monthly (November 2004)
  • Co-author, “BBA Recommends Bay State Corporate Governance Reforms,” New England In-House (October 2004)
  • “Avoiding Knee-Jerk Reforms,” Boston Business Journal (September 2004)
  • Co-chair, “Raising the Bar in the Boardroom: Massachusetts Corporate Governance Issues in the Wake of SOXA,” Report of the Boston Bar Association Task Force on Corporate Governance (July 2004)
  • “When Good Deals Go Bad: A Litigation Perspective on Merger, Acquisition and Joint Venture Disputes,” Litigation Advisory (March 2004)
  • “Bay State Courts Reform Their Business Image,” Boston Business Journal (November 2003)
  • Co-chair, “The Business Litigation Session in Massachusetts Superior Court: A Status Report,” Report of the Business Litigation Session Advisory Committee (February 2003)
  • Co-author, “State Regulation of Corporate Governance in the Wake of Sarbanes-Oxley,” Metropolitan Corporate Counsel (January 2003)
  • Co-author, “How to Attract and Keep Women Professionals in the War for Talent,” India New England Journal (2001)
  • Co-author, “Initial Interest Confusion and the Use of Metatags and Keyed Banner Ads in Internet Trademark Law,” Boston Bar Journal (September/October 2001)
  • Co-author, “The Internet and Personal Jurisdiction under the Constitution: In What State, Exactly, Is the Internet Located?,” Boston Bar Journal (January/February 2000)
  • “How to Attract and Keep Women Professionals,” Boston Business Journal (2000)
  • Co-author, “Judicial Salaries in Massachusetts,” Report of the Boston Bar Association (2000)
  • Contributor, “Facing the Grail: Confronting the Cost of Work/Family Imbalance,” Report of the Boston Bar Association (1999)
  • “Disarm Electronic Smoking Gun Now,” Boston Globe (March 1998)
  • Co-author, The Discovery of Electronic Data: How to Avoid Litigation Pitfalls (1998)
  • “What You Should Know About the New Rules of Insider Trading,” Boston Business Journal (January 1998)
  • “The Supreme Court Gives Its Nod to the Expansion of Insider Trading Prosecutions,” Womens’ Corporate Counsel Monthly (August 1997)
  • “Gray Areas in Insider Trading,” Boston Globe (July 1997)

Memberships

  • Boston Bar Association
    • Chair, Annual Law Day Dinner (2009)
    • Co-chair, Task Force on Corporate Governance (2002–2004)
    • Task Force on Young Lawyers (2002–2004)
    • Committee on Work/Life Issues in the Profession (2001–2004)
    • Co-chair, Ad Hoc Committee on Judicial Compensation (2000)
    • Legislative Steering Committee (1999–2000)
  • Women’s Bar Association
    • President (1998–1999)
    • Delegate, Joint Bar Committee on Judicial Appointments (1995–1998)
  • Massachusetts Superior Court 
    • Co-chair, Business Litigation Session Advisory Committee for the Business Litigation Session, Massachusetts State Court (2001–2007)
  • Massachusetts Bar Association
    • Board of Delegates (1998–1999)
  • American Bar Association
  • National Association of Corporate Directors (NACD), New England Chapter
    • Board Member
    • Corporate Secretary (2012–2013)

Awards & Honors

  • Chambers USA, leading lawyer in Securities Litigation (Massachusetts) (2013)
  • Leading Woman Award, Girl Scouts of Eastern Massachusetts (2012)
  • Lelia J. Robinson Award, Women’s Bar Association of Massachusetts (2010)
  • Named in “The Power List” by Massachusetts Lawyers Weekly (2009)
  • Super Lawyers, Massachusetts (2004–present); Top 50 Women; Business Litigation
  • Women’s Leadership Award, The Alliance of Women’s Business and Professional Association (2007)
  • Massachusetts Lawyers Weekly, Massachusetts Lawyer Power Matrix (2004)
  • President’s Award, The Boston Club (2004)
  • “Business Ace Award,” New England Women’s Fund (2003)
  • “Child Advocate of the Year,” Massachusetts Society for the Prevention of Cruelty to Children (accepted on behalf of Mintz Levin) (2002)
  • Mintz Levin Pro Bono Award (accepted on behalf of McLarey v. Danaipour team) (2002)
  • Abigail Adams Award, Massachusetts Women’s Political Caucus (1999)
  • “Voice for Justice” Award, Support Committee for Battered Women (1998)
  • Articles Editor, University of Chicago Legal Forum
  • Daniel Yee Merit Scholar, University of Chicago Law School
  • Rhodes Scholarship State Finalist (1984)
  • Phi Beta Kappa Society, College of the University of Chicago

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