Product Description

Recent updates:

• Update: December 2021

  Dear Subscriber:

  Thank you for updating your reference library with the 2021 revised edition of Buying and Selling a Privately Owned Business in Massachusetts .

  Highlights from among the many updates reflected in this revised edition include the following:

  • new materials on due diligence in regard to employee noncompetition agreements when preparing for the sale of a business, see chapter 2;

  • a new section on conducting the due diligence process through a virtual data room, see chapter 4;

  • guidance to help you understand intellectual property rights and the pitfalls to be avoided when acquiring a company, see chapter 8; and

  • an explanation of increasingly popular representation and warranty insurance, see chapter 12.

  We at MCLE trust that you will find the 2021 revised edition of Buying and Selling a Privately Owned Business in Massachusetts useful in your practice and valuable in keeping your reference library current.

  Cordially,

  Alexis J. LeBlanc, Esq., MCLE Publications Attorney

Table of Contents

Chapter 1 expand

Advising Clients About the Transfer of a Business

Buy Chapter

Gabor Garai, Esq., Foley & Lardner LLP
Susan E. Pravda, Esq., Foley & Lardner LLP

Exhibit 1A

- Sample M&A Transaction-Related Investment Banker Engagement Letters Buy Form

Exhibit 1B

- Ninety-Day Timetable and Responsibility Checklist: From Handshake to Closing Buy Form

Exhibit 1C

- The Continuum of Deal Documents Buy Form

Chapter 2 expand

Preparing for the Sale

Buy Chapter

David Scott Sloan, Esq., Holland & Knight LLP
Richard M. Yanofsky, Esq., Holland & Knight LLP

Checklist 2.1

- Checklist for Changing Domicile Buy Form

Checklist 2.2

- Due Diligence Items Checklist Buy Form

Exhibit 2A

- Equity Incentive Plan with Forms of Incentive Stock Option Award and Nonstatutory Stock Option Award Buy Form

Exhibit 2B

- Phantom Stock Plan with Phantom Stock Grant Buy Form

Exhibit 2C

- Stay Bonus Arrangement Buy Form

Exhibit 2D

- Success Fee Arrangement (Employment Agreement and Incentive Rights Agreement) Buy Form

Exhibit 2E

- Preparing for the Sale of Privately Owned Business: Bibliography Buy Form

Chapter 3 expand

Valuation

Buy Chapter

Stefanie A. Dhanda, Stonebridge Associates LLC
Jose J. Perez,

Exhibit 3A

- Normalized Historical and Projected Financial Statements for Hypothetical Food Products Manufacturer Buy Form

Exhibit 3B

- Comparable Public Company Analysis Buy Form

Exhibit 3C

- Comparable Transaction Analysis Buy Form

Exhibit 3D

- Discounted Cash Flow (DCF) Analysis Buy Form

Exhibit 3E

- Leveraged Buyout (LBO) Analysis Buy Form

Chapter 4 expand

Due Diligence in Private Company Acquisitions

Buy Chapter

Mary-Laura Greely, Esq., Pierce Atwood LLP

Checklist 4.1

- Sample Due Diligence Checklist Buy Form

Checklist 4.2

- Environmental Due Diligence Checklist Buy Form

Exhibit 4A

- Selected Bibliography: Due Diligence in Private Company Acquisitions Buy Form

Chapter 5 expand

Investment Bank Engagement Letters, Confidentiality Agreements, and Letters of Intent

Buy Chapter

Lewis N. Segall, Esq., Sullivan & Worcester LLP

Exhibit 5A

- Sample Investment Bank Engagement Letter with Seller’s Comments Buy Form

Exhibit 5B

- Sample Short-Form Confidentiality Agreement Buy Form

Exhibit 5C

- Sample Short-Form Letter of Intent Buy Form

Chapter 6 expand

Drafting the Agreement

Buy Chapter

Exhibit 6A

- Sample Stock Purchase Agreement Buy Form

Chapter 7 expand

Asset Acquisitions: Important Considerations

Buy Chapter

George W. Tetler, III, Esq., Prince Lobel Tye LLP

Exhibit 7A

- Selected Bibliography: Asset Acquisitions Buy Form

Chapter 8 expand

Intellectual Property Issues

Buy Chapter

Howard G. Zaharoff, Esq.,

Checklist 8.1

- Patent Due Diligence Checklist Buy Form

Checklist 8.2

- Copyright Due Diligence Checklist Buy Form

Checklist 8.3

- Trade Secret Due Diligence Checklist Buy Form

Checklist 8.4

- Trademark Due Diligence Checklist Buy Form

Checklist 8.5

- Licensing-In Due Diligence Checklist Buy Form

Checklist 8.6

- Licensing-Out Due Diligence Checklist Buy Form

Exhibit 8A

- Form of Intellectual Property Representation for Standard Acquisition (Technology and Intellectual Property Rights) Buy Form

Exhibit 8B

- Form of Intellectual Property Representation for Software-Focused Acquisition (Software, Technology, and Intellectual Property Rights) Buy Form

Chapter 9 expand

Employment Issues

Buy Chapter

Daniel J. Blake, Esq., Barclay Damon LLP

Checklist 9.1

- Employee Benefits Due Diligence Checklist Buy Form

Exhibit 9A

- Key Employee Agreement Buy Form

Exhibit 9B

- Key Employee Agreement with Change-of-Control Language Buy Form

Exhibit 9C

- Change-of-Control Agreement Buy Form

Exhibit 9D

- Retention Agreement Buy Form

Chapter 10 expand

Tax Issues and Structuring the Consideration

Buy Chapter

Christopher M. Flanagan, Esq., Locke Lord LLP
Nicholas V. Romanos, Esq., Foley Hoag LLP

Chapter 11 expand

Securities Issues

Buy Chapter

Edward G. Young, Esq.,

Checklist 11.1

- Checklist of Selected Securities Law Issues That May Affect the Timing of an Acquisition of a Business Buy Form

Exhibit 11A

- Notes on Avoiding Delays in Connection with Registered or Exempt Securities Buy Form

Exhibit 11B

- Service Corporation International No-Action Letter Regarding Shelf Registration Procedures Buy Form

Exhibit 11C

- Decision Tree Regarding Financial Statements Where Target Is Closely Held Buy Form

Chapter 12 expand

Closing and Postclosing Issues

Buy Chapter

Theodore F. Hanselman, Esq., Holland & Knight LLP

Checklist 12.1

- Model Closing Agenda Checklist Buy Form

Chapter 13 expand

Buying and Selling a Distressed Business

Buy Chapter

Mark N. Berman, Esq.,
Victor G. Milione, Esq., Nixon Peabody LLP
John E. Murray, Esq., Nixon Peabody LLP

Exhibit 13A

- Form of Indenture for Assignment for the Benefit of Creditors Buy Form

Chapter 14 expand

Legal Opinions

Buy Chapter

Stephen F. Herbes, Esq., Konica Minolta Business Solutions USA, Inc.

Checklist 14.1

- Checklist for Areas of Concern Prior to Evaluation of Environmental Issues Buy Form

Editor(s)

Author(s)