Law and Business Center for Advancing Entrepreneurship

Fifth Annual Conference - 2010

Fiduciary Duties in the Closely-held Business 35 Years after Wilkes v. Springside Nursing Home

On Friday, October 15, 2010, the Western New England University Law and Business Center for Advancing Entrepreneurship presented a truly outstanding program examining fiduciary duties in closely-held businesses.

In 1975, the Massachusetts Supreme Judicial Court decided the case of Donahue v. Rodd Electrotype, holding that shareholders in closely-held corporations owe each other fiduciary duties similar to those owed by partners to each other.  The following year, the Court decided Wilkes v. Springside Nursing Home, Inc. to further refine that idea.  In the 35 years since those decisions, the law of business organizations and the law of fiduciary duties have evolved significantly.

This conference featured leading scholars of business organization law discussing the impact of those cases in on the development of the law.  We will also have the lawyers who argued the Wilkes case on hand to provide the backstory on the case.

An article describing the conference can be found here.

Schedule for Conference Friday, October 15, 2010

8:30 – 9:00
9:00 – 9:15


Registration and Continental Breakfast
Welcome Remarks

9:15 – 10:00

 Panel One:

Wilkes v. Springside Nursing Home: The Backstory (Video)

Hon. William Simons (ret.) 
Counsel for Defendant Springside Nursing Home

David Martel, Esq.
Doherty, Wallace, Pillsbury & Murphy, P.C.
Counsel for Plaintiff Stanley Wilkes  

Prof. Eric J. Gouvin
Western New England University School of Law

10:00 – 11:15

 Panel Two:

Putting Wilkes into Context (Video)

Prof. Lyman Johnson
Washington and Lee University School of Law and 
University of St. Thomas School of Law (Minneapolis)
“Enduring Equity in the Close Corporation.”   

Prof. Mark Loewenstein
University of Colorado Law School
"Wilkes v. Springside Nursing Home, Inc.: An Historical Perspective.”   

Prof. Robert B. Thompson
Georgetown University Law Center
"The Twin Pillars of a Strict, Good Faith Standard for Fiduciary Duty
and a Statutory Oppression Remedy” 

Prof. Brian JM Quinn
Boston College Law School

11:15 – 11:30



11:30 – 12:45

Panel Three: 

Wilkes and the State of Fiduciary Duties (Video)

Prof. Daniel Kleinberger
William Mitchell College of Law   
“Donahue’s Fils Aîné:  Reflections on Wilkes and the Legitimate Rights
of Selfish Ownership”   

Prof. Benjamin Means
University of South Carolina School of Law
“The Vacuity of Wilkes"   

Prof. Douglas Moll
University of Houston Law Center   
“Of Donahue and Fiduciary Duty:  Much Ado About . . . ?”

Prof. René Reich-Graefe 
Western New England University School of Law

12:45 – 2:00


Luncheon and Keynote (Video)

Hon. Francis X. Spina
Associate Justice, Massachusetts Supreme Judicial Court  
"The Amicus: Friend in Need"

2:00 – 3:00

 Panel Four:   

Beyond “Corporate” Law (Video)

Prof. Deborah A DeMott
Duke University School of Law 
"Investing in Work: Wilkes and Employment Law"   

Prof. Larry Ribstein
University of Illinois College of Law   
“Escaping the Nursing Home: Contracts in LLCs and Close Corporations”

Prof. J. Mark Ramseyer
Harvard Law School

3:00 - 3:15 


Concluding Remarks

You may register for the event by contacting Ms. Jackee Gadson at (413) 796-2030 or by sending an email to . Registration is $30 and includes lunch and refreshments.  The event is free to students. For more information visit us online at:

To view photos of the 2010 Academic Conference, click here.