Product Description

Recent updates:

• Update: February 2022

  Dear Subscriber:

  Thank you for adding this first edition of Organizing, Financing, and Advising a Massachusetts Business to your business law resources. MCLE is pleased to present this book as a practical guide in the formation, operation, and counseling of Massachusetts business entities. This new edition incorporates content from three previous MCLE business publication— A Practical Guide to Massachusetts Closely Held Business Organizations, Advising a Massachusetts Business, and Financing a Massachusetts Business —which are being retired from MCLE's collection.

  Inside, you will find practical and current information that will serve your practice and augment your library holdings. Here are just a few of the hundreds of topics included in this book:

  • Trafficking. See chapter 1 for a new section on the crime of trafficking in carfentanil or its derivatives and discussion of the penalty associated with this offense. Chapter 1 also updates the reader on new cases relative to trafficking in other types of controlled substances and new sections on sales to minors and inducement of minors to sell various classes of substances.

  • Choice of entity. See chapter 1 for a comparison of various business structures, along with considerations regarding their utility in achieving specific purposes.

  • Tax considerations. Chapter 2 sets forth and analyzes the statutory foundations of tax-free incorporation. It addresses the determination of basis and holding periods on incorporation, as well as considerations pertinent to the incorporation of a going business.

  • Fiduciary responsibilities. Chapter 3 addresses fiduciary responsibilities as they apply to directors, officers, and shareholders. Its discussion applies as well to partners in general partnerships, partners, both general and limited, in limited partnerships, and to members and managers of LLCs.

  • Allocation of interests. Beginning with practical considerations surrounding the formulation of capitalization and discussion of a key decision, chapter 4 goes on to cite and discuss Massachusetts case law that addresses fiduciary rights. It discusses the allocation of stockholder interests in the context of both equity and debt investments, options and rights, classes of stock, and more. The chapter then analyzes the elements of stockholder agreements and stock transfer restrictions.

  • Employment agreements. Chapter 5 provides an overview of employment agreements for attorneys advising business clients. It begins by discussing the purposes of employment agreements and the circumstances under which they might be advisable. It then discusses certain terms of employment agreements, covering such topics as duties, compensation, benefits, and restrictive covenants.

  We at MCLE trust that you will find this information useful in your practice and valuable in keeping your business and commercial law library current.

  Very truly yours,

  Maryanne G. Jensen, Esq., Director of Publications

Table of Contents

Chapter 1 expand

Choice of Business Entity: General Strategies

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Alvin Benjamin Carter, III, Esq., Brown Rudnick LLP

Chapter 2 expand

Tax Aspects of Incorporation

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Michael E. Mooney, Esq., Nutter McClennen & Fish LLP

Exhibit 2A

- Election Under Section 83(b) of the Internal Revenue Code Buy Form

Exhibit 2B

- Stock Restriction Agreement (Short Form) Buy Form

Exhibit 2C

- Application for Security Corporation Status Buy Form

Chapter 3 expand

Fiduciary Duties of Officers, Directors, and Business Owners

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Thomas S. Fitzpatrick, Esq.,
William F. Griffin, Jr., Esq.,

Exhibit 3A

- Sample Amended and Restated Supplemental Executive Retirement Plan Buy Form

Chapter 4 expand

Allocating Interests in the Corporation

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Samuel L. Batchelder, Jr., Esq.,
Andrew J. Merken, Esq., Polsinelli Shalton, PC

Chapter 5 expand

Employment Agreements

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Tamsin R. Kaplan, Esq., Davis, Malm & D'Agostine, PC

Chapter 6 expand

Equity Incentives for Employees

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Anthony Phelix DaSilva, Jr., Esq., Mirick, O'Connell, DeMallie & Lougee LLP
Andrew D. Myers, Esq., Davis, Malm & D'Agostine, PC

Chapter 7 expand

Real Estate Issues

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Darren M. Baird, Esq., Goulston & Storrs, PC
Peter D. Corbett, Esq., Goulston & Storrs, PC
Colleen Peters Hussey, Esq., Goulston & Storrs, PC

Chapter 8 expand

Environmental Considerations

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Victor N. Baltera, Esq., Sullivan & Worcester LLP
Jeffrey M. Karp, Sullivan & Worcester LLP

Chapter 9 expand

Antitrust Considerations

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Alicia L. Downey, Esq., Downey Law LLC

Exhibit 9A

- Primary Sources of U.S. Antitrust Agency Guidance Buy Form

Chapter 10 expand

Protecting Proprietary Information

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Howard G. Zaharoff, Esq.,

Chapter 11 expand

Venture Capital Financing

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Karl P. Fryzel, Esq., Locke Lord LLP
Heather M. Stone, Esq., Locke Lord LLP

Chapter 12 expand

Debt Financing

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Malcolm Gordon Henderson, Esq., Foley Hoag LLP

Chapter 13 expand

Going Public

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Michael J. Minahan, Esq., Goodwin Procter LLP

Chapter 14 expand

Liquidation and Dissolution

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Peter I. Dunn, Esq., Casner & Edwards LLP
Eric W. Dyer, Esq.,

Exhibit 14A

- Vote of Stockholders Buy Form

Exhibit 14B

- Secretary’s Certificate Buy Form

Exhibit 14C

- Articles of Dissolution Buy Form

Exhibit 14D

- Articles of Revocation of Dissolution Buy Form

Exhibit 14E

- Application for Reinstatement Following Administrative Dissolution Buy Form

Exhibit 14F

- Application for Revival Buy Form

Exhibit 14G

- Form 966: Corporate Dissolution or Liquidation Buy Form

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