Beth I. Z. Boland

Partner

Overview

Beth Boland is Chair of the firm’s Securities Enforcement & Litigation Practice, Vice Chair of the Environmental, Social, and Corporate Governance (ESG) Team, and a former Vice Chair of the Litigation Department. She represents clients in shareholder suits, SEC and Attorney General investigations, and consumer class actions. Named one of the “most powerful business people” in Boston by the Boston Business Journal and one of the most “influential” attorneys in the Commonwealth by Massachusetts Lawyers Weekly, Beth regularly represents corporations in connection with insider trading issues, Ponzi schemes, accounting fraud, corporate control issues, and derivative actions. Beth is the Chair of the New England Chapter of the National Association of Corporate Directors. She also advises corporate boards, leads internal investigations and the defense of government enforcement actions involving whistleblower claims, government contracts, corporate governance issues, and disputes involving executive compensation and strategic business transactions.

Beth also defends some of the nation’s largest financial institutions and retailers in connection with class action litigation and multi-agency enforcement actions involving privacy, fraudulent sales practices, and other statutory violations. She has won numerous class actions, including a case with industry-wide ramifications in front of the Massachusetts Supreme Judicial Court. Her clients operate in a wide range of industries, including financial services, high technology, manufacturing, and retail.

Earlier in her career, Beth served as a judicial clerk to the Honorable Milton Pollack in the U.S. District Court for the Southern District of New York while he was assigned to the Ivan Boesky and Michael Milken insider trading litigations.

Representative Experience*

EMC Casualty Corporation – Leading the defense of multiple shareholder suits and appraisal claims against the controlling shareholder of a large publicly-traded insurance company in connection with its $350MM “going-private” transaction. Obtained three (and counting) unanimous favorable decisions from the Iowa Supreme Court and the Eighth Circuit Court of Appeals.

SEC Investigation of Energy Manufacturer – Led the internal investigation for a special committee of the board of a publicly-traded energy manufacturer amid a challenge to a prior shareholder vote. Leading the defense of the company in connection with an SEC investigation into potential registration statement violations.

Poly, Inc. – Represented publicly-traded manufacturer of high-tech hardware and software solutions in connection with $2B purchase of Polycom, Inc.

Syntroleum Corporation – Represented board of publicly-traded issuer against shareholder class action claims of breach of fiduciary duty in the sale of company. Defeated motions designed to interfere with shareholder vote, which allowed vote to proceed to approve the sale. Case settled for less than litigation costs, after court ruled that plaintiffs may be liable for defense counsel costs under state “loser pays” statute.

Ponzi scheme litigation – Representing several of the world’s largest banks against multi-jurisdictional litigation claims of aiding and abetting a customer’s Ponzi scheme involving fraudulent certificates of deposit. The most recently-settled matter settled for approximately 1% of claimed damages.

SEC Investigation of Publicly-traded Manufacturing Company – Led the representation of a publicly-traded government contractor 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 decided not to pursue enforcement action against the company.

Publicly-traded Medical Device Company – Led the internal investigation involving the top executives of the company’s overseas operations engaged in internal accounting fraud, which resulted in the dismissal of the head of the overseas operations and other senior executives.

Suffolk University – Led the defense of the President of Suffolk University in connection with an internal investigation by the Board of Trustees, amid widespread media coverage and attorney general investigation.

Yucaipa American Alliance Fund – In one of the leading “poison pill” cases in Delaware Chancery Court jurisprudence, represented Yucaipa and its principal Ron Burkle through trial in their challenge to the validity of the shareholder rights plan adopted by the board of directors of Barnes & Noble.

Mortgage-Backed Securities Litigation – Represented 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 – Represented 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.

*Certain of these matters occurred prior to Beth joining Foley & Lardner LLP.

Community Engagement

Active on many fronts in the legal community, Beth co-chaired the Boston Bar Association (BBA) Task Force on Corporate Governance and was appointed by the chief justice of the trial court to co-chair the committee charged with overseeing the Massachusetts business court after its inception in 2000. As one of the youngest presidents of the Women’s Bar Association of Massachusetts (WBA), she is considered a pioneer on issues affecting women in the profession and women who are victims of abuse. Beth's representation of women who flee across international borders to protect their children from abuse has received national attention and has produced seminal court decisions under the Hague Convention on International Child Abduction. In 2010, the WBA presented her with its highest honor, the Lelia J. Robinson Award, in recognition of her contributions to the legal profession and the greater community. Beth was also appointed by the Governor of Massachusetts to serve on the state Lottery Commission along with the Massachusetts Treasurer.

Recognition

Chambers USA has recognized Beth as a leading lawyer in securities litigation, noting “Her extremely detailed and in-depth knowledge is invaluable.” Beth has been named one of the state’s most influential lawyers by Massachusetts Lawyers Weekly and one of the Top 50 Massachusetts Women Lawyers by Boston Magazine for multiple years. She has served on a variety of nonprofit boards and received numerous awards for her work in this area. Other honors include:

  • “Woman of the Year,” EmergeMassachusetts (2020)
  • Named in the “Power 50” by the Boston Business Journal (2018)
  • “Circle of Excellence” (one of five women lawyers so honored), Massachusetts Lawyers Weekly (2016)
  • Fellow, Litigation Counsel of America (2015 – present)
  • 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)
  • Women’s Leadership Award, The Alliance of Women’s Business and Professional Association (2007)
  • Super Lawyers, Massachusetts (2004 – present); Top 50 Women Lawyers (2004, 2012, 2015 – present); Business Litigation
  • 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)

Education

Beth earned her J.D. from The University of Chicago Law School (1988) where she was articles editor of the University of Chicago Legal Forum and a Daniel Yee Merit Scholar. She received her B.A. from The University of Chicago (with honors, 1985) where she was a Rhodes Scholarship State Finalist and elected a member of the Phi Beta Kappa Society.

Admissions and Professional Memberships

Beth is a member of the Boston Bar Association, the American Bar Association and is president of the National Association of Corporate Directors (NACD), New England Chapter. She is admitted to practice in New York and Massachusetts, the U.S. Courts of Appeals for the First, Second and District of Columbia Circuits, and the U.S. District Courts for the District of Massachusetts and Southern District of New York.

Selected Recent Presentations and Publications

  • “2022 Corporate Governance/Securities Law Update,” NACDNE Experienced Director Program (June 2022, June 2021)
  • "Legal & Regulatory Responsibilities of Board Members," Harvard University (annual, since 2017)
  • “Audit Committee Investigations: Traps for the Unwary,” Women Corporate Directors (March 2022)
  • “ESG and Sustainability – A New Era of Enforcement and Litigation Risks,” 2022 ACI Annual Meeting (January 2022)
  • “Audit Committee Investigations in the Next Normal,” National Association of Corporate Directors (December 2021)
  • “Emerging Governance Issues in an Era of Disruption,” Association of Corporate Counsel (August 2021)
  • “Emerging Governance Issues in an Era of Health Care Innovations,” Boston Bar Association Annual Health-Law Conference (June 2021)
  • “Board Committee Composition & Structure,” The Boston Club (May 2021)
  • “Board Special Committees & Investigations,” National Directors Institute (February 2021)
  • “The Rapidly-Changing Landscape of the Board’s Role in Overseeing Corporate Compliance,” National Directors Institute (November 2020)
  • “Corporate Governance and Disclosure Issues in the Age of Crises” Athena Alliance (September 2020)
  • Co-author, “Shareholder Activism Pushes Boundaries Of Board Duties,” Law360 (August 2019)
  • “As California bolts ahead, Mass. needs to catch up on boardroom diversity,” Boston Globe opinion (October 2018)
  • “#METOO Meets the Boardroom,” National Directors Institute (October 2018)
  • “’Me Too,’ But Now What? What Corporate Boards Need to Know About Workplace Sexual Harassment,” Legal News: Labor & Employment (February 2018)
  • “Audit Committee Trends and Updates,” National Directors Institute (November 2018)
  • "How corporate boards can curtail sexual harassment," Boston Globe opinion (November 2017)
  • “Bylaw Wars: Boards Awaken,” The Corporate Board (March/April 2016)
  • “SEC Steps Up Investigation of Political Intelligence Firms for Insider Trading,” Foley & Lardner webinar and Litigation Advisory (December 2015)
  • “Trends in Shareholder Bylaws,” National Directors’ Institute (November 2015)

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11-13 November 2020
Webinar
2019 NDI Executive Exchange
14-15 November 2019
Chicago, IL
2018 NDI Executive Exchange
25 October 2018
Chicago, IL
Ready for Proxy Season?
09 January 2018
Boston, MA