Drafting Commercial Documents in Massachusetts
Draft crystal clear documents that mirror your deal
- Product Number: 1990271EBK
- Publication Date: 12/28/2021
- Edition: 3rd Edition 2021
- Copyright: © 2021 MCLE, Inc.
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Product Description
Product Description
Drafting Commercial Documents in Massachusetts features complete model forms that reflect a variety of business transactions. A distinguished group of business lawyers offers you their own documents and provides annotations, sample alternate language, and practice pointers to guide you through the drafting process. Highlights include a revolving credit and term loan agreement; a security agreement; a stock purchase agreement; an asset purchase agreement; drafting checklists for a transactions commonly encountered in business and commercial law practice, and many more practical forms.
The forms included in this reference set were carefully drafted by the most experienced business and commercial lawyers in the Commonwealth. And, they are available for download as electronic forms, included in the purchase price.
Recent updates:
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Update: December 2021
Dear Subscriber:
Thank you for choosing to keep your copy of Drafting Commercial Documents in Massachusetts current with this third edition.
Inside, you will find a new chapter (see chapter 16) on incorporation documents for Delaware corporations, written by Kate R. Henry, Esq. and Elizabeth S. Myers, Esq., both of Nutter, McClennen & Fish LLP, Boston. That chapter features three hypotheticals addressing federal ordinary income tax and the corporate dividend rate for individuals (Hypothetical No. 1); issuance of stock and planning against the possibility of a future deadlock relative to a business (Hypothetical No. 2); and the drafting of a stockholders' agreement to institute either a supermajority or a unanimous voting threshold to prevent one stockholder from controlling the company (Hypothetical No. 3).
This new edition also addresses such issues as these:
- Agreements pertaining to the employment relationship. Chapter 6 provides a highly detailed checklist offered by Catherine E. Reuben, Esq. and Mark Macchi, Esq., both of Hirsch Roberts Weinstein LLP, Boston, for assessing the contents of a noncompetition agreement. The checklist prompts a practitioner to ask, for example, whether the agreement must be enforced in order to protect the former employer's trade secrets, and what questions to ask in order to determine how the former employer would be damaged by the employee's going to work for the competitor.
- Credit agreements. Chapter 8, by Amy L. Kyle, Esq. of Morgan, Lewis & Bockius LLP, Boston, offers a credit agreement closing agenda that serves not only as an example of the steps attendant to the closing agenda, but also as an example as to how to draft the agenda itself.
- Legal opinions. See chapter 16 for practical input on the use of the "survival period," and how it relates to statutes of limitations and the potential for construal as a warranty
We at MCLE trust that you will find this update useful in your practice and valuable in keeping your business law library current.
Cordially,
Maryanne G. Jensen, Esq., MCLE Director of Publications
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Update: December 2021
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Table of Contents
Table of Contents
expand allChapter 1 expandTax Alert—The Impact of the 2017 Tax Act on Business Entities
Buy ChapterChapter 2 expandLimited Partnerships
Buy ChapterChapter 3 expandLimited Liability Entities
Buy ChapterChecklist 3.1
- Information Required Under 950 C.M.R. § 112.00 for the Drafting of a Limited Liability Operating Agreement Buy FormExhibit 3A
- Operating Agreement for LLC Buy FormExhibit 3B
- Due Diligence Items Buy FormExhibit 3C
- Certificate of Organization for Limited Liability Company Buy FormChapter 4 expandTax Considerations in Shareholder and Buy-Sell Agreements
Buy ChapterChapter 5 expandStockholders’ Agreements
Buy ChapterChapter 6 expandDocuments Relating to Employees and Consultants
Buy ChapterChecklist 6.1
- Elements of Noncompete Agreements Buy FormExhibit 6A
- Noncompetition, Nondisclosure and Assignment of Inventions Agreement Buy FormExhibit 6B
- Severance Agreement with ADEA Release (Individual) [Group] Buy FormExhibit 6C
- Exit Interview and Reaffirmation of Obligations Under Employment Agreement Buy FormExhibit 6D
- Exit Interview and Reaffirmation of Confidentiality Obligations Buy FormExhibit 6E
- Noncompetition Checklist Buy FormExhibit 6F
- Sample Demand Letter to Departing Employee Buy FormExhibit 6G
- Sample Demand Letter to New Employer Buy FormExhibit 6H
- Termination Checklist Buy FormExhibit 6I
- Change-of-Control Agreement Buy FormExhibit 6J
- Retention Agreement Buy FormExhibit 6K
- Benefits Checklist Buy FormExhibit 6L
- Key Employee Agreement with Change-of-Control Language Buy FormExhibit 6M
- Employment Agreement Buy FormExhibit 6N
- Incentive Rights Agreement Buy FormExhibit 6O
- Equity Incentive Plan with Forms of Incentive Stock Option Award and Nonstatutory Stock Option Award Buy FormExhibit 6P
- Phantom Stock Plan with Phantom Stock Grant Buy FormExhibit 6Q
- Stay Agreement Buy FormChapter 7 expandRaising Private Capital
Buy ChapterChapter 8 expandLoan Agreements
Buy ChapterChecklist 8.1
- Basic Business Terms of Credit Buy FormChecklist 8.2
- Loan Closing Buy FormExhibit 8A
- Sample Sanctions and Anticorruption Provisions Buy FormExhibit 8B
- Loan Agreement Hypothetical and Example Loan Agreement Buy FormExhibit 8C
- Revolving Credit and Term Loan Agreement Buy FormExhibit 8D
- Single Bank Commitment [Proposal] Letter Buy FormExhibit 8E
- Credit Facilities Commitment Letter Buy FormExhibit 8F
- Opinion Letter Buy FormExhibit 8G
- Credit Agreement Closing Agenda Buy FormExhibit 8H
- Certificate of Secretary Buy FormExhibit 8I
- Omnibus Certificate of Secretary Buy FormChapter 9 expandSecurity Agreements and Financing Statements
Buy ChapterExhibit 9A
- Security Agreement Buy FormExhibit 9B
- Stock Pledge Agreement Buy FormExhibit 9C
- Form UCC-1 Buy FormExhibit 9D
- Guaranty Agreement Buy FormExhibit 9E
- Landlord’s Consent and Waiver Buy FormExhibit 9F
- Assignment of Trademarks and Service Marks (U.S.) Buy FormExhibit 9G
- Blocked Account Agreement Buy FormChapter 10 expandBusiness Acquisition Agreements
Buy ChapterExhibit 10A
- Asset Purchase Agreement (Buyer’s Perspective) Buy FormExhibit 10B
- Escrow Agreement Buy FormExhibit 10C
- Promissory Note Buy FormExhibit 10D
- Stock Purchase Agreement Buy FormExhibit 10E
- Outline of a Typical Acquisition Agreement Buy FormExhibit 10F
- Sample Investment Bank Engagement Letter B Buy FormExhibit 10G
- Sample Short-Form Confidentiality Agreement Buy FormExhibit 10H
- Form of Letter of Intent Buy FormExhibit 10I
- Sample Due Diligence Request Buy FormExhibit 10J
- Patent Due Diligence Checklist Buy FormExhibit 10K
- Form of Closing Agenda Buy FormExhibit 10L
- Sample Memorandum Re: Duties of Board of Directors in Responding to Unsolicited Takeover Proposals Buy FormChapter 11 expandDistributorships and Sales Agreements
Buy ChapterExhibit 11A
- Purchase Order Buy FormExhibit 11B
- Product Development and Supply Agreement Buy FormExhibit 11C
- Services Supply Agreement Buy FormExhibit 11D
- Distributorship Agreement Buy FormExhibit 11E
- Manufacturer’s Representative Agreement Buy FormExhibit 11F
- Nonexclusive Software Distributor Agreement Buy FormExhibit 11G
- Product Distribution Agreement Buy FormExhibit 11H
- Short Form Letter Nonexclusive Distribution Agreement Buy FormChapter 12 expandLicensing Agreements
Buy ChapterChecklist 12.1
- Licensing Checklist Buy FormChecklist 12.2
- Software Licensing Checklist Buy FormExhibit 12A
- Trademark License Agreement Buy FormExhibit 12B
- License to Commercialize an Entertainment Property Buy FormExhibit 12C
- End-User License Agreement Buy FormExhibit 12D
- Exclusive License Agreement Buy FormExhibit 12E
- License Agreement Term Sheet Buy FormExhibit 12F
- Software License Agreement Buy FormChapter 13 expandDocuments Pertaining to Chapter 11 Bankruptcy
Buy ChapterExhibit 13A
- Bay Tower Petition Buy FormExhibit 13B
- Assignment for the Benefit of Creditors Buy FormExhibit 13C
- Forbearance Agreement Buy FormExhibit 13D
- Bay Tower Schedules Buy FormExhibit 13E
- Bay Tower Statement of Financial Affairs Buy FormExhibit 13F
- Bay Tower Plan Buy FormExhibit 13G
- Bay Tower Disclosure Statement Buy FormExhibit 13H
- Bay Tower Amended List of Creditors Holding Twenty Largest Unsecured Claims Buy FormExhibit 13I
- Reclamation Buy FormExhibit 13J
- Motion for Relief Buy FormChapter 14 expandOrganizing the Corporation
Buy ChapterExhibit 14A
- Typical Articles of Organization Buy FormExhibit 14B
- Other Provisions for Articles of Organization Buy FormExhibit 14C
- Indemnification Agreement Buy FormExhibit 14D
- Model Bylaws Buy FormExhibit 14E
- Model Bylaws for Public Corporation Buy FormExhibit 14F
- Shareholder Agreement Under G.L. c. 156D, § 7.32 Buy FormExhibit 14G
- Incorporator Action Buy FormExhibit 14H
- Director and Shareholder Votes Buy FormExhibit 14I
- Other Provisions for Articles of Organization or Bylaws Buy FormExhibit 14J
- Appointment of Registered Agent Buy FormChapter 15 expandChapter 16 expandIncorporation Documents for Delaware Corporations
Buy ChapterExhibit 16A
- Certificate of Incorporation Buy FormExhibit 16B
- Bylaws of Corporation Buy FormExhibit 16C
- Consent of Incorporator in Lieu of an Organizational Meeting Buy FormExhibit 16D
- Unanimous Written Consent of Sole Director in Lieu of First Meeting of the Board of Directors Buy FormExhibit 16E
- Subscription Agreement Buy FormExhibit 16F
- Stockholders’ Agreement Buy Form - Editors & Authors