Buying and Selling a Privately Owned Business in Massachusetts

Step-by-step transaction guidance

Product Number: 2060082B00
Publication Date: 12/21/2021
Edition: 3rd Edition 2021
Copyright: © 2021 MCLE, Inc.
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Buying and Selling a Privately Owned Business in Massachusetts

Step-by-step transaction guidance

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Product Description
Product Description

Learn how the experts approach an acquisition, from the earliest phases of the transaction-planning, valuation, due diligence, and letters of intent-through the drafting of the agreement and ultimately to the closing and the handling of postclosing issues. With useful features such as forms, checklists, and frequent practice tips, Buying and Selling a Privately Owned Business in Massachusetts is an essential resource you'll use from the start of negotiations through postclosing adjustments.

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

Table of Contents
expand all

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., Bowditch & Dewey LLP

Exhibit 7A
- Selected Bibliography: Asset Acquisitions Buy Form

Chapter 8 expand

Intellectual Property Issues
Buy Chapter
Howard G. Zaharoff, Esq., Morse

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
Editors & Authors

Editor(s)

Gabor Garai, Esq., Foley & Lardner LLP, Boston

Susan E. Pravda, Esq., Foley & Lardner LLP, Boston

Author(s)

Mark N. Berman, Esq.,

Daniel J. Blake, Esq., Barclay Damon LLP, Boston

Stefanie A. Dhanda, Stonebridge Associates LLC, Boston

Christopher M. Flanagan, Esq., Locke Lord LLP, Boston

Gabor Garai, Esq., Foley & Lardner LLP, Boston

Mary-Laura Greely, Esq., Pierce Atwood LLP, Boston

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

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

Victor G. Milione, Esq., Nixon Peabody LLP, Boston

John E. Murray, Esq., Nixon Peabody LLP, Boston

Jose J. Perez,

Susan E. Pravda, Esq., Foley & Lardner LLP, Boston

Nicholas V. Romanos, Esq., Foley Hoag LLP, Boston

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

David Scott Sloan, Esq., Holland & Knight LLP, Boston

George W. Tetler, III, Esq., Bowditch & Dewey LLP, Worcester

Richard M. Yanofsky, Esq., Holland & Knight LLP, Boston

Edward G. Young, Esq.,

Howard G. Zaharoff, Esq., Morse, Waltham

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Buying and Selling a Privately Owned Business in Massachusetts

Step-by-step transaction guidance

Buying and Selling a Privately Owned Business in Massachusetts

Step-by-step transaction guidance

Choose Format:

Product Description

Recent updates:

Table of Contents

Advising Clients About the Transfer of a Business

Exhibit 1A

Exhibit 1B

Exhibit 1C

Preparing for the Sale

Checklist 2.1

Checklist 2.2

Exhibit 2A

Exhibit 2B

Exhibit 2C

Exhibit 2D

Exhibit 2E

Valuation

Exhibit 3A

Exhibit 3B

Exhibit 3C

Exhibit 3D

Exhibit 3E

Due Diligence in Private Company Acquisitions

Checklist 4.1

Checklist 4.2

Exhibit 4A

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

Exhibit 5A

Exhibit 5B

Exhibit 5C

Drafting the Agreement

Exhibit 6A

Asset Acquisitions: Important Considerations

Exhibit 7A

Intellectual Property Issues

Checklist 8.1

Checklist 8.2

Checklist 8.3

Checklist 8.4

Checklist 8.5

Checklist 8.6

Exhibit 8A

Exhibit 8B

Employment Issues

Checklist 9.1

Exhibit 9A

Exhibit 9B

Exhibit 9C

Exhibit 9D

Tax Issues and Structuring the Consideration

Securities Issues

Checklist 11.1

Exhibit 11A

Exhibit 11B

Exhibit 11C

Closing and Postclosing Issues

Checklist 12.1

Buying and Selling a Distressed Business

Exhibit 13A

Legal Opinions

Checklist 14.1

Editor(s)

Author(s)