Drafting Commercial Documents in Massachusetts

Draft crystal clear documents that mirror your deal

Product Number: 2222980WFM
Publication Date: 1/4/2022
Edition: 3rd Edition 2021
Copyright: © 2021 MCLE, Inc.
Add to Favorites List

Drafting Commercial Documents in Massachusetts

Draft crystal clear documents that mirror your deal

Your Selection:

Loan Closing Checklist 8.2 from Drafting Commercial Documents in Massachusetts $15.00; Members $13.50; New Lawyers $7.50 Free for OnlinePass subscribers.

Add to Cart

All chapters and exhibits from Drafting Commercial Documents in Massachusetts may be purchased individually. Expand the Table of Contents below to see all options.

Also Available:

Print Book Add to Cart

1656 pages in 2 volumes with downloadable forms $265.00; Members $238.50; New Lawyers $132.50

eBook Add to Cart

1626 pages in PDF format $265.00; Members $238.50; New Lawyers $132.50 Free for OnlinePass subscribers.

eArticles

See Table of Contents below to purchase individual chapters from this book. Your purchase includes the chapter's exhibits (if any). Pricing varies by page count. Member and new lawyer pricing available. Free for OnlinePass subscribers.

eChecklists and eForms

See Table of contents below to purchase individual checklists and forms from this book. Pricing varies by exhibit type. Member and new lawyer pricing available. Free for OnlinePass subscribers.

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:
- 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
Table of Contents

Table of Contents
expand all

Chapter 1 expand

Tax Alert—The Impact of the 2017 Tax Act on Business Entities
Buy Chapter
Charles R. Kennedy, G. T. Reilly & Company

Chapter 2 expand

Limited Partnerships
Buy Chapter
Hal J. Leibowitz, Esq., Wilmer Cutler Pickering Hale and Dorr LLP
Sarah A. Rothermel, Esq.,

Checklist 2.1
- Considerations for the Drafting of a Limited Partnership Agreement Buy Form

Exhibit 2A
- Limited Partnership Agreement Buy Form

Exhibit 2B
- Certificate of Limited Partnership of Computer Company Limited Partnership Buy Form

Chapter 3 expand

Limited Liability Entities
Buy Chapter
Dimitri P. Racklin, Esq., Racklin Law LLC

Checklist 3.1
- Information Required Under 950 C.M.R. § 112.00 for the Drafting of a Limited Liability Operating Agreement Buy Form

Exhibit 3A
- Operating Agreement for LLC Buy Form

Exhibit 3B
- Due Diligence Items Buy Form

Exhibit 3C
- Certificate of Organization for Limited Liability Company Buy Form

Chapter 4 expand

Tax Considerations in Shareholder and Buy-Sell Agreements
Buy Chapter
Sam A. Mawn-Mahlau, Esq., Davis, Malm & D'Agostine, PC

Chapter 5 expand

Stockholders’ Agreements
Buy Chapter
David F. Hendren, Esq., Augmentum Advisors, LLC
Andrew R. Menard, Esq., Cary Pharmaceuticals, Inc.

Exhibit 5A
- Stockholder’s Agreement No. 1 Buy Form

Exhibit 5B
- Shareholder’s Agreement No. 2 Buy Form

Exhibit 5C
- Equity Incentive Plan with Forms of Incentive Stock Option Award and Nonstatutory Stock Option Award Buy Form

Exhibit 5D
- Phantom Stock Plan with Phantom Stock Grant Buy Form

Chapter 6 expand

Documents Relating to Employees and Consultants
Buy Chapter
John F. Adkins, Esq.,
Edward D. Freedman, Esq., Oasys Water
Julia Frost-Davies, Esq., Greenberg Traurig LLP
John Hession, Esq., Morse
Mark Macchi, Esq., Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP
Catherine E. Reuben, Esq., Hirsch Roberts Weinstein LLP
Laurie F. Rubin, Esq., Prince Lobel Tye LLP

Checklist 6.1
- Elements of Noncompete Agreements Buy Form

Exhibit 6A
- Noncompetition, Nondisclosure and Assignment of Inventions Agreement Buy Form

Exhibit 6B
- Severance Agreement with ADEA Release (Individual) [Group] Buy Form

Exhibit 6C
- Exit Interview and Reaffirmation of Obligations Under Employment Agreement Buy Form

Exhibit 6D
- Exit Interview and Reaffirmation of Confidentiality Obligations Buy Form

Exhibit 6E
- Noncompetition Checklist Buy Form

Exhibit 6F
- Sample Demand Letter to Departing Employee Buy Form

Exhibit 6G
- Sample Demand Letter to New Employer Buy Form

Exhibit 6H
- Termination Checklist Buy Form

Exhibit 6I
- Change-of-Control Agreement Buy Form

Exhibit 6J
- Retention Agreement Buy Form

Exhibit 6K
- Benefits Checklist Buy Form

Exhibit 6L
- Key Employee Agreement with Change-of-Control Language Buy Form

Exhibit 6M
- Employment Agreement Buy Form

Exhibit 6N
- Incentive Rights Agreement Buy Form

Exhibit 6O
- Equity Incentive Plan with Forms of Incentive Stock Option Award and Nonstatutory Stock Option Award Buy Form

Exhibit 6P
- Phantom Stock Plan with Phantom Stock Grant Buy Form

Exhibit 6Q
- Stay Agreement Buy Form

Chapter 7 expand

Raising Private Capital
Buy Chapter
John Hession, Esq., Morse

Exhibit 7A
- Term Sheet Buy Form

Exhibit 7B
- Preferred Stock Terms Buy Form

Exhibit 7C
- Model Registration Rights Agreement Buy Form

Exhibit 7D
- Legal Opinion Buy Form

Exhibit 7E
- Preferred Stock Purchase Agreement Buy Form

Exhibit 7F
- Voting and Co-Sale Agreement Buy Form

Chapter 8 expand

Loan Agreements
Buy Chapter
Amy L. Kyle, Esq., Morgan, Lewis & Bockius LLP

Checklist 8.1
- Basic Business Terms of Credit Buy Form

Checklist 8.2
- Loan Closing Buy Form

Exhibit 8A
- Sample Sanctions and Anticorruption Provisions Buy Form

Exhibit 8B
- Loan Agreement Hypothetical and Example Loan Agreement Buy Form

Exhibit 8C
- Revolving Credit and Term Loan Agreement Buy Form

Exhibit 8D
- Single Bank Commitment [Proposal] Letter Buy Form

Exhibit 8E
- Credit Facilities Commitment Letter Buy Form

Exhibit 8F
- Opinion Letter Buy Form

Exhibit 8G
- Credit Agreement Closing Agenda Buy Form

Exhibit 8H
- Certificate of Secretary Buy Form

Exhibit 8I
- Omnibus Certificate of Secretary Buy Form

Chapter 9 expand

Security Agreements and Financing Statements
Buy Chapter
Kelly McEnaney D'Ambrosio, Esq.,
Paul J. Ricotta, Esq.,
Edward M. Sibble, Jr., Esq., Goodwin Procter LLP
Thomas C. Walsh, Esq., Beacon Intermodal Leasing LLC

Exhibit 9A
- Security Agreement Buy Form

Exhibit 9B
- Stock Pledge Agreement Buy Form

Exhibit 9C
- Form UCC-1 Buy Form

Exhibit 9D
- Guaranty Agreement Buy Form

Exhibit 9E
- Landlord’s Consent and Waiver Buy Form

Exhibit 9F
- Assignment of Trademarks and Service Marks (U.S.) Buy Form

Exhibit 9G
- Blocked Account Agreement Buy Form

Chapter 10 expand

Business Acquisition Agreements
Buy Chapter
Gitte J. Blanchet, Esq.,
William F. Griffin, Jr., Esq.,
H. David Henken, Esq., Goodwin Procter LLP

Exhibit 10A
- Asset Purchase Agreement (Buyer’s Perspective) Buy Form

Exhibit 10B
- Escrow Agreement Buy Form

Exhibit 10C
- Promissory Note Buy Form

Exhibit 10D
- Stock Purchase Agreement Buy Form

Exhibit 10E
- Outline of a Typical Acquisition Agreement Buy Form

Exhibit 10F
- Sample Investment Bank Engagement Letter B Buy Form

Exhibit 10G
- Sample Short-Form Confidentiality Agreement Buy Form

Exhibit 10H
- Form of Letter of Intent Buy Form

Exhibit 10I
- Sample Due Diligence Request Buy Form

Exhibit 10J
- Patent Due Diligence Checklist Buy Form

Exhibit 10K
- Form of Closing Agenda Buy Form

Exhibit 10L
- Sample Memorandum Re: Duties of Board of Directors in Responding to Unsolicited Takeover Proposals Buy Form

Chapter 11 expand

Distributorships and Sales Agreements
Buy Chapter
Ivor Cary Armistead, III, Esq.,
Eric Jaeger, Esq.,
James Pollock, Esq.,
Elizabeth C. Sanghavi, Esq., Sanghavi Law Office, LLC

Exhibit 11A
- Purchase Order Buy Form

Exhibit 11B
- Product Development and Supply Agreement Buy Form

Exhibit 11C
- Services Supply Agreement Buy Form

Exhibit 11D
- Distributorship Agreement Buy Form

Exhibit 11E
- Manufacturer’s Representative Agreement Buy Form

Exhibit 11F
- Nonexclusive Software Distributor Agreement Buy Form

Exhibit 11G
- Product Distribution Agreement Buy Form

Exhibit 11H
- Short Form Letter Nonexclusive Distribution Agreement Buy Form

Chapter 12 expand

Licensing Agreements
Buy Chapter
Edward G. Black, Esq., Ropes & Gray LLP
Charles H. Cella, Esq., Strong Force Catalyst
Thomas Hemnes, Esq., GTC Law Group LLP & Affiliates
David F. Hendren, Esq., Augmentum Advisors, LLC
Dacia A. Rubel, Esq.,

Checklist 12.1
- Licensing Checklist Buy Form

Checklist 12.2
- Software Licensing Checklist Buy Form

Exhibit 12A
- Trademark License Agreement Buy Form

Exhibit 12B
- License to Commercialize an Entertainment Property Buy Form

Exhibit 12C
- End-User License Agreement Buy Form

Exhibit 12D
- Exclusive License Agreement Buy Form

Exhibit 12E
- License Agreement Term Sheet Buy Form

Exhibit 12F
- Software License Agreement Buy Form

Chapter 13 expand

Documents Pertaining to Chapter 11 Bankruptcy
Buy Chapter

Exhibit 13A
- Bay Tower Petition Buy Form

Exhibit 13B
- Assignment for the Benefit of Creditors Buy Form

Exhibit 13C
- Forbearance Agreement Buy Form

Exhibit 13D
- Bay Tower Schedules Buy Form

Exhibit 13E
- Bay Tower Statement of Financial Affairs Buy Form

Exhibit 13F
- Bay Tower Plan Buy Form

Exhibit 13G
- Bay Tower Disclosure Statement Buy Form

Exhibit 13H
- Bay Tower Amended List of Creditors Holding Twenty Largest Unsecured Claims Buy Form

Exhibit 13I
- Reclamation Buy Form

Exhibit 13J
- Motion for Relief Buy Form

Chapter 14 expand

Organizing the Corporation
Buy Chapter
William F. Griffin, Jr., Esq.,

Exhibit 14A
- Typical Articles of Organization Buy Form

Exhibit 14B
- Other Provisions for Articles of Organization Buy Form

Exhibit 14C
- Indemnification Agreement Buy Form

Exhibit 14D
- Model Bylaws Buy Form

Exhibit 14E
- Model Bylaws for Public Corporation Buy Form

Exhibit 14F
- Shareholder Agreement Under G.L. c. 156D, § 7.32 Buy Form

Exhibit 14G
- Incorporator Action Buy Form

Exhibit 14H
- Director and Shareholder Votes Buy Form

Exhibit 14I
- Other Provisions for Articles of Organization or Bylaws Buy Form

Exhibit 14J
- Appointment of Registered Agent Buy Form

Chapter 15 expand

Legal Opinions
Buy Chapter
Stephen F. Herbes, Esq., Konica Minolta Business Solutions USA, Inc.

Checklist 15.1
- Checklist of Common Areas of Concern Buy Form

Chapter 16 expand

Incorporation Documents for Delaware Corporations
Buy Chapter
Kate R. Henry, Esq., Nutter McClennen & Fish LLP
Elizabeth S. Myers, Esq., Nutter McClennen & Fish LLP

Exhibit 16A
- Certificate of Incorporation Buy Form

Exhibit 16B
- Bylaws of Corporation Buy Form

Exhibit 16C
- Consent of Incorporator in Lieu of an Organizational Meeting Buy Form

Exhibit 16D
- Unanimous Written Consent of Sole Director in Lieu of First Meeting of the Board of Directors Buy Form

Exhibit 16E
- Subscription Agreement Buy Form

Exhibit 16F
- Stockholders’ Agreement Buy Form
Editors & Authors

Editor(s)

David F. Hendren, Esq., Augmentum Advisors, LLC, Medfield

Author(s)

John F. Adkins, Esq., Waban

Ivor Cary Armistead, III, Esq.,

Edward G. Black, Esq., Ropes & Gray LLP, Boston

Gitte J. Blanchet, Esq.,

Charles H. Cella, Esq., Strong Force Catalyst, Pembroke

Kelly McEnaney D'Ambrosio, Esq., Salem

Edward D. Freedman, Esq., Oasys Water, West Newton

Julia Frost-Davies, Esq., Greenberg Traurig LLP, Boston

William F. Griffin, Jr., Esq.,

Thomas Hemnes, Esq., GTC Law Group LLP & Affiliates, Westwood

David F. Hendren, Esq., Augmentum Advisors, LLC, Medfield

H. David Henken, Esq., Goodwin Procter LLP, Boston

Kate R. Henry, Esq., Nutter McClennen & Fish LLP, Boston

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

John Hession, Esq., Morse, Waltham

Eric Jaeger, Esq., Lee

Charles R. Kennedy, G. T. Reilly & Company, Milton

Amy L. Kyle, Esq., Morgan, Lewis & Bockius LLP, Boston

Hal J. Leibowitz, Esq., Wilmer Cutler Pickering Hale and Dorr LLP, Boston

Mark Macchi, Esq., Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP, Boston

Sam A. Mawn-Mahlau, Esq., Davis, Malm & D'Agostine, PC, Boston

Andrew R. Menard, Esq., Cary Pharmaceuticals, Inc., Great Falls

Elizabeth S. Myers, Esq., Nutter McClennen & Fish LLP, Boston

James Pollock, Esq., West Newton

Dimitri P. Racklin, Esq., Racklin Law LLC, Waltham

Catherine E. Reuben, Esq., Hirsch Roberts Weinstein LLP, Boston

Paul J. Ricotta, Esq.,

Sarah A. Rothermel, Esq.,

Dacia A. Rubel, Esq., Wenham

Laurie F. Rubin, Esq., Prince Lobel Tye LLP, Boston

Elizabeth C. Sanghavi, Esq., Sanghavi Law Office, LLC, Brookline

Edward M. Sibble, Jr., Esq., Goodwin Procter LLP, Boston

Thomas C. Walsh, Esq., Beacon Intermodal Leasing LLC, Boston

TOP

Drafting Commercial Documents in Massachusetts

Draft crystal clear documents that mirror your deal

Drafting Commercial Documents in Massachusetts

Draft crystal clear documents that mirror your deal

Your Selection:

Product Description

Recent updates:

Table of Contents

Tax Alert—The Impact of the 2017 Tax Act on Business Entities

Limited Partnerships

Checklist 2.1

Exhibit 2A

Exhibit 2B

Limited Liability Entities

Checklist 3.1

Exhibit 3A

Exhibit 3B

Exhibit 3C

Tax Considerations in Shareholder and Buy-Sell Agreements

Stockholders’ Agreements

Exhibit 5A

Exhibit 5B

Exhibit 5C

Exhibit 5D

Documents Relating to Employees and Consultants

Checklist 6.1

Exhibit 6A

Exhibit 6B

Exhibit 6C

Exhibit 6D

Exhibit 6E

Exhibit 6F

Exhibit 6G

Exhibit 6H

Exhibit 6I

Exhibit 6J

Exhibit 6K

Exhibit 6L

Exhibit 6M

Exhibit 6N

Exhibit 6O

Exhibit 6P

Exhibit 6Q

Raising Private Capital

Exhibit 7A

Exhibit 7B

Exhibit 7C

Exhibit 7D

Exhibit 7E

Exhibit 7F

Loan Agreements

Checklist 8.1

Checklist 8.2

Exhibit 8A

Exhibit 8B

Exhibit 8C

Exhibit 8D

Exhibit 8E

Exhibit 8F

Exhibit 8G

Exhibit 8H

Exhibit 8I

Security Agreements and Financing Statements

Exhibit 9A

Exhibit 9B

Exhibit 9C

Exhibit 9D

Exhibit 9E

Exhibit 9F

Exhibit 9G

Business Acquisition Agreements

Exhibit 10A

Exhibit 10B

Exhibit 10C

Exhibit 10D

Exhibit 10E

Exhibit 10F

Exhibit 10G

Exhibit 10H

Exhibit 10I