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:
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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.
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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.
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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