Organizing, Financing, and Advising a Massachusetts Business
Practical and current information
- Product Number: 2220268B00
- Publication Date: 2/17/2022
- Edition: 1st Edition 2022
- Copyright: © 2022 MCLE, Inc.
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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.
Update: February 2022
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
- Update: February 2022
Table of Contents
Table of Contentsexpand allChapter 1 expand
Choice of Business Entity: General StrategiesBuy ChapterChapter 2 expand
Tax Aspects of IncorporationBuy ChapterChapter 3 expand
Fiduciary Duties of Officers, Directors, and Business OwnersBuy Chapter
Exhibit 3A- Sample Amended and Restated Supplemental Executive Retirement Plan Buy FormChapter 4 expand
Allocating Interests in the CorporationBuy ChapterChapter 5 expand
Employment AgreementsBuy ChapterChapter 6 expand
Equity Incentives for EmployeesBuy ChapterChapter 7 expand
Real Estate IssuesBuy ChapterChapter 8 expand
Environmental ConsiderationsBuy ChapterChapter 9 expand
Antitrust ConsiderationsBuy Chapter
Exhibit 9A- Primary Sources of U.S. Antitrust Agency Guidance Buy FormChapter 10 expand
Protecting Proprietary InformationBuy ChapterChapter 11 expand
Venture Capital FinancingBuy ChapterChapter 12 expand
Debt FinancingBuy ChapterChapter 13 expand
Going PublicBuy ChapterChapter 14 expand
Liquidation and DissolutionBuy Chapter
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