Organizing, Financing, and Advising a Massachusetts Business

Practical and current information

Product Number: 2220268B00
Publication Date: 1/31/2025
Edition: 2nd Edition 2025
Copyright: © 2025 MCLE, Inc.
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Organizing, Financing, and Advising a Massachusetts Business

Practical and current information

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Pricing: $195.00; Members: $175.50; New Lawyers: $97.50

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Product Description
Product Description

Organizing, Financing, and Advising a Massachusetts Business addresses a variety of formational, operational, and legal aspects of a Massachusetts business entity, most of which are commonly the province of both in-house counsel and lawyers for corporations. Chapters touch on critical aspects of the choice of entity, taxation, fiduciary duties of officers and directors, allocation of interests, contracting with and compensating employees, real estate and environmental issues, antitrust considerations, the disposition of proprietary property, venture capital, and debt financing, going public, and dissolution. Designed for beginning transactionalists and business generalists, as well as lawyers with some experience tackling legal challenges across an organization's life cycle.

Recent updates:
- Update: January 2025
  Dear Subscriber:
  
  Thank you for choosing to stay current in your practice and research with this 2025 edition of Organizing, Financing, and Advising a Massachusetts Business . Inside, you will find new material on such topics as the following:
  - Climate-related risk and the impact on business strategy. See chapter 8 for discussion of the 2024 SEC rule, published in the Federal Register, mandating robust financial and nonfinancial disclosure of climate-related risks in registration statements and annual reports.
  - Terms of the employment relationship. Chapter 5 contains a practice note on articulating the essential job functions to be prepared in the event that an employee requests a reasonable accommodation due to a disability, pregnancy, or a sincerely held religious belief.
  - Corporate tax lien waiver. Chapter 7 discusses the situation where a corporation or a limited liability company makes an election to be taxed as a corporation in the Commonwealth and the subject of corporate tax lien waivers.
  - Contaminated property. See chapter 8 for discussion of contractual obligations with regard to disclosure of contamination, as related to the availability of a third-party defense. The chapter also addresses bona fide prospective purchaser and contiguous property owners' defenses related to the ASTM standard for Phase I reports.
  We at MCLE trust that you will find this new material useful in your practice, and valuable in keeping your law library current.
  
  Cordially,
  
  MCLE Press
Table of Contents

Table of Contents
expand all

Chapter 01 expand

Choice of Business Entity: General Strategies
Buy Chapter
Alvin Benjamin Carter, III, Esq., Brown Rudnick LLP

Chapter 02 expand

Tax Aspects of Incorporation
Buy Chapter
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 03 expand

Fiduciary Duties of Officers, Directors, and Business Owners
Buy Chapter
Thomas S. Fitzpatrick, Esq.,
William F. Griffin, Jr., Esq.,

Exhibit 3A
- Sample Amended and Restated Supplemental Executive Retirement Plan Buy Form

Chapter 04 expand

Allocating Interests in the Corporation
Buy Chapter
Samuel L. Batchelder, Jr., Esq.,
Andrew J. Merken, Esq., Polsinelli Shalton, PC

Chapter 05 expand

Employment Agreements
Buy Chapter
Michelle Cassorla, Esq., Davis, Malm & D'Agostine, PC
Tamsin R. Kaplan, Esq., Davis, Malm & D'Agostine, PC

Chapter 06 expand

Equity Incentives for Employees
Buy Chapter
Anthony Phelix DaSilva, Jr., Esq., Mirick, O'Connell, DeMallie & Lougee LLP
Andrew D. Myers, Esq., Davis, Malm & D'Agostine, PC

Chapter 07 expand

Real Estate Issues
Buy Chapter
Darren M. Baird, Esq., Goulston & Storrs, PC
Peter D. Corbett, Esq., Goulston & Storrs, PC
Colleen Peters Hussey, Esq., Goulston & Storrs, PC

Chapter 08 expand

Environmental Considerations
Buy Chapter
Victor N. Baltera, Esq., Sullivan & Worcester LLP

Chapter 09 expand

Antitrust Considerations
Buy Chapter
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
Buy Chapter
Michael J. Cavaretta, Esq., Morse
Stanley F. Chalvire, Esq., Morse
Matthew L. Mitchell, Esq., Morse
Amanda E. Schreyer, Esq., Morse

Chapter 11 expand

Venture Capital Financing
Buy Chapter
Lori A. Basilico, Esq., Locke Lord LLP
Christopher M. Flanagan, 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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Drew S. Douglas-Steele, Esq., Casner & Edwards LLP
Peter I. Dunn, Esq., Casner & Edwards LLP
Daihui Meng, Esq., Casner & Edwards LLP

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
Editors & Authors

Editor(s)

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

Author(s)

Darren M. Baird, Esq., Goulston & Storrs, PC, Boston

Victor N. Baltera, Esq., Sullivan & Worcester LLP, Boston

Lori A. Basilico, Esq., Locke Lord LLP, Providence

Samuel L. Batchelder, Jr., Esq.,

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

Michelle Cassorla, Esq., Davis, Malm & D'Agostine, PC, Boston

Michael J. Cavaretta, Esq., Morse, Waltham

Stanley F. Chalvire, Esq., Morse, Waltham

Peter D. Corbett, Esq., Goulston & Storrs, PC, Boston

Anthony Phelix DaSilva, Jr., Esq., Mirick, O'Connell, DeMallie & Lougee LLP, Worcester

Drew S. Douglas-Steele, Esq., Casner & Edwards LLP, Boston

Alicia L. Downey, Esq., Downey Law LLC, Boston

Peter I. Dunn, Esq., Casner & Edwards LLP, Boston

Thomas S. Fitzpatrick, Esq.,

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

William F. Griffin, Jr., Esq.,

Malcolm Gordon Henderson, Esq., Foley Hoag LLP, Boston

Colleen Peters Hussey, Esq., Goulston & Storrs, PC, Boston

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

Daihui Meng, Esq., Casner & Edwards LLP, Boston

Andrew J. Merken, Esq., Polsinelli Shalton, PC, Boston

Michael J. Minahan, Esq., Goodwin Procter LLP, Boston

Matthew L. Mitchell, Esq., Morse, Boston

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

Andrew D. Myers, Esq., Davis, Malm & D'Agostine, PC, Boston

Amanda E. Schreyer, Esq., Morse, Waltham

Heather M. Stone, Esq., Locke Lord LLP, Boston

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Organizing, Financing, and Advising a Massachusetts Business

Practical and current information

Organizing, Financing, and Advising a Massachusetts Business

Practical and current information

Choose Format:

Product Description

Recent updates:

Table of Contents

Choice of Business Entity: General Strategies

Tax Aspects of Incorporation

Exhibit 2A

Exhibit 2B

Exhibit 2C

Fiduciary Duties of Officers, Directors, and Business Owners

Exhibit 3A

Allocating Interests in the Corporation

Employment Agreements

Equity Incentives for Employees

Real Estate Issues

Environmental Considerations

Antitrust Considerations

Exhibit 9A

Protecting Proprietary Information

Venture Capital Financing

Debt Financing

Going Public

Liquidation and Dissolution

Exhibit 14A

Exhibit 14B

Exhibit 14C

Exhibit 14D

Exhibit 14E

Exhibit 14F

Exhibit 14G

Editor(s)

Author(s)