Product Description

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

Chapter 01 expand

Planning for Incapacity

Buy Chapter

Susan K. McClements, Esq.,

Exhibit 1A

- Language Defining Incapacity Buy Form

Exhibit 1B

- Special Clauses for Durable Power of Attorney Buy Form

Exhibit 1C

- Escrow Agreement Buy Form

Exhibit 1D

- Durable General Power of Attorney Buy Form

Exhibit 1E

- Affidavit Regarding Power of Attorney (REBA Form 1) Buy Form

Exhibit 1F

- Sample Health-Care Proxy Buy Form

Exhibit 1G

- HIPAA Release Form Buy Form

Chapter 02 expand

Tax Ramifications of the Power to Make Gifts

Buy Chapter

Carol C. Klyman, Esq., Shatz, Schwartz, and Fentin, PC
Stephen L. Sobey, Esq., Shatz, Schwartz, and Fentin, PC

Chapter 03 expand

Estate Planning for Retirement Benefits

Buy Chapter

Karen B. Johnson, Esq., Madge & Johnson, PC

Exhibit 1H

- Additional Resources Buy Form

Exhibit 3A

- Uniform Lifetime Table (Treas. Reg. § 1.401(a)(9)-9, A-2) Buy Form

Exhibit 3B

- Sample Basic Beneficiary Designation Buy Form

Exhibit 3C

- Single Life Table (Treas. Reg. § 1.401(a)(9)-9) Buy Form

Exhibit 3D

- Distribution Period Buy Form

Chapter 04 expand

Guardianships and Conservatorships

Buy Chapter

Rachel Deering, Verrill Dana LLP

Checklist 4.1

- Checklist of Court-Required Duties as a Conservator Buy Form

Checklist 4.2

- Checklist of Court-Required Duties as a Guardian of Incapacitated Persons Buy Form

Exhibit 4A

- Guardianship Petition, Form MPC 120 Buy Form

Exhibit 4B

- Conservatorship Petition, Form MPC 130 Buy Form

Exhibit 4C

- Medical Certificate, Form MPC 400 Buy Form

Exhibit 4D

- Medical Certificate Affidavit, Form MPC 403 Buy Form

Exhibit 4E

- Notice of Hearing, Form MPC 504 Buy Form

Exhibit 4F

- Certificate of Service, Form MPC 500 Buy Form

Exhibit 4G

- Bond, Form MPC 801 Buy Form

Exhibit 4H

- Verified Motion for Appointment of Temporary Guardian, Form MPC 320 Buy Form

Exhibit 4I

- Sample Decree and Order of Appointment of a Guardian, Form MPC 740 Buy Form

Exhibit 4J

- Guardian’s Personal Care Plan/Report, Form MPC 821 Buy Form

Exhibit 4K

- Sample Conservator’s Financial Plan, Form MPC 831 Buy Form

Exhibit 4L

- Instructions for Completing Conservator’s Inventory, Form MPC 934 Buy Form

Exhibit 4M

- Combined Account, Form MPC 853 Buy Form

Exhibit 4N

- Simplified Accounting Guidelines for Estate and Conservator Accounts, Form MPC 904 Buy Form

Exhibit 4O

- Petition to Expand/Modify/Limit the Powers of a Guardian, Form MPC 220 Buy Form

Exhibit 4P

- Petition to Expand/Modify/Limit the Powers of a Conservator, Form MPC 230 Buy Form

Exhibit 4Q

- Petition for Termination of a Guardianship and/or Conservatorship, Form MPC 203 Buy Form

Exhibit 4R

- Petition for Resignation of a Guardian and/or Conservator, Form MPC 202 Buy Form

Exhibit 4S

- Petition for Removal of a Guardian, Form MPC 221 Buy Form

Exhibit 4T

- Petition for Removal of a Conservator, Form MPC 231 Buy Form

Exhibit 4U

- Instructions for Completion of Notice of Intent to Admit to a Nursing Facility for Short Term Services, Form MPC 955 Buy Form

Exhibit 4V

- Notice of Right to Counsel, Form MPC 592 Buy Form

Exhibit 4W

- Application for Appointment of Counsel for Parent of Minor Child, Form MPC 263 Buy Form

Exhibit 4X

- Order Appointing Counsel for Parent of Minor Child, Form MPC 603 Buy Form

Exhibit 4Y

- Petition for Appointment of Guardian of Minor, Form MPC 140 Buy Form

Chapter 05 expand

Undue Influence

Buy Chapter

Darian M. Butcher, Esq., Butcher Law LLC
Patricia Keane Martin, Esq., Prince Lobel Tye LLP

Chapter 06 expand

Ethics Issues in Elder Law

Buy Chapter

Robert M. Daniszewski, Esq., Office of Bar Counsel, Massachusetts Board of Bar Overseers

Chapter 07 expand

Medicare Coverage and Major Medicare-Related Coverage Options for Elders and Persons with Disabilities

Buy Chapter

Andrew L. Bardetti, Esq., South Coastal Counties Legal Services/Hyannis
Rachel Shannon Brown, Esq., Community Legal Aid
Mary McGinley, Esq., Greater Boston Legal Services

Exhibit 7A

- Advance Beneficiary Notice Buy Form

Exhibit 7B

- Notice of Exclusions from Medicare Benefits Skilled Nursing Facility Buy Form

Exhibit 7C

- Medicare Outpatient Observation Notice Buy Form

Exhibit 7D

- Form for Hospice Information for Medicare Part D Plans Buy Form

Exhibit 7E

- Notice of Denial of Medicare Prescription Drug Coverage Buy Form

Exhibit 7F

- Medicare Part D Coverage Determination Request Form Buy Form

Chapter 08 expand

Medicare Supplement Insurance (Medigap) and Medicare Part C Managed Care Plans (Medicare Advantage)

Buy Chapter

Judith M. Flynn, Esq., Falco & Associates

Exhibit 8A

- Resources Buy Form

Exhibit 8B

- 211 C.M.R. § 71.90: Appendix A Medicare Supplement Core Buy Form

Exhibit 8C

- 211 C.M.R. § 71.91: Appendix B Medicare Supplement 1 Buy Form

Exhibit 8D

- 211 C.M.R. § 71.92: Appendix C Medicare Supplement 2 Buy Form

Chapter 09 expand

Social Security

Buy Chapter

Svetlana Uimenkova, Esq., Disability Law Center, Inc.

Exhibit 9A

- Cross-Reference Table Buy Form

Chapter 10 expand

Supplemental Security Income

Buy Chapter

Linda L. Landry, Esq., Disability Law Center, Inc.
Neal A. Winston, Esq., Mulvena Winston, PC

Exhibit 10A

- 2023 SSI Payment Levels in Massachusetts Buy Form

Exhibit 10B

- SSI Resource Limits as of 2023 Buy Form

Exhibit 10C

- SSI Benefit Calculation Worksheet—2023 Buy Form

Exhibit 10D

- Spouse-to-Spouse Deeming—2023 Buy Form

Exhibit 10E

- Parent-to-Child Deeming Worksheet—2023 Buy Form

Exhibit 10F

- Sponsor-to-Alien Deeming—2023 Buy Form

Exhibit 10G

- Financial Documentation for SSI Application Buy Form

Exhibit 10H

- Administrative Appeals/Levels of Review Buy Form

Exhibit 10I

- Guide for Medical Providers Submitting Evidence in SSI Disability Claims Buy Form

Exhibit 10J

- Sequential Evaluation Analysis for Adults to Determine SSI/Disability Buy Form

Exhibit 10K

- The Sequential Evaluation of Disability for Children (20 C.F.R. § 416.924(b)–(f)) Buy Form

Exhibit 10L

- Massachusetts Legal Services Offices Buy Form

Chapter 11 expand

Publicly Assisted Housing

Buy Chapter

Betsey E. Crimmins, Esq., Mass Home Care Association

Chapter 12 expand

Massachusetts Public Employee Retirement Systems

Buy Chapter

Matthew L. Feeney, Esq., Norfolk County Retirement System
Katherine A. Hesse, Esq., Murphy, Hesse, Toomey & Lehane LLP

Chapter 13 expand

Age Discrimination in Employment

Buy Chapter

Robert S. Mantell, Esq., Law Office of Robert S. Mantell
Sean P. O'Connor, Esq., Morgan, Brown & Joy LLP

Checklist 13.1

- Age Discrimination Strategy Checklist for Defense Attorneys Buy Form

Chapter 14 expand

Planning for the Incapacitated Child

Buy Chapter

Carol C. Klyman, Esq., Shatz, Schwartz, and Fentin, PC
Stephen L. Sobey, Esq., Shatz, Schwartz, and Fentin, PC

Exhibit 14A

- Testamentary Appointment Buy Form

Exhibit 14B

- Memorandum of Instructions Buy Form

Exhibit 14C

- Trust Provisions for Persons with Severe Disabilities Buy Form

Exhibit 14D

- Permissible Expenditures by the Trustee of a Special Needs Trust Buy Form

Exhibit 14E

- Trust Termination Provision Buy Form

Exhibit 14F

- Trustee Amendment Provision Buy Form

Exhibit 14G

- Pooled Trusts in Massachusetts Buy Form

Exhibit 14H

- Principles of Long-Term Planning Buy Form

Exhibit 14I

- Sample Memorandum of Instructions to the Trustee Buy Form

Chapter 15 expand

Special Planning Situations: Aging Parents of Children with Disabilities and Issues Pertaining to Marital Rights

Buy Chapter

Annette M. Hines, Esq., Special Needs Law Group of Massachusetts, PC
Mark W. Worthington, Esq., Special Needs Law Group of Massachusetts, PC

Chapter 16 expand

Disabled Individuals Receiving Settlements, Inheritances, and Other Lump Sums or Income Streams

Buy Chapter

Annette M. Hines, Esq., Special Needs Law Group of Massachusetts, PC
Mark W. Worthington, Esq., Special Needs Law Group of Massachusetts, PC

Exhibit 16A

- Sample Petition to Expand Authority Buy Form

Exhibit 16B

- Sample Petition for Single-Transaction Conservator Buy Form

Chapter 17 expand

Special Education

Buy Chapter

Exhibit 17A

- Reference Materials Buy Form

Exhibit 17B

- Resources Buy Form

Exhibit 17C

- Administrative Advisory SPED 2001-3: Guidance on Using a Sliding Fee Scale for Public Payment of Independent Education Evaluations (IEEs) in Special Education (Updated June 2014) Buy Form

Exhibit 17D

- Coronavirus (COVID-19) Special Education Technical Assistance Advisory 2021-1: COVID-19 Compensatory Services and Recovery Support for Students with IEPs Buy Form

Chapter 18 expand

Long-Term Care at Home: Employing Caregivers

Buy Chapter

Natalie A. Simon, Esq., Law Office of Natalie A Simon
Kier Wachterhauser, Esq., Murphy, Hesse, Toomey & Lehane LLP

Exhibit 18A

- Notice of Rights of Domestic Workers Buy Form

Exhibit 18B

- Model Domestic Worker Employment Agreement Buy Form

Exhibit 18C

- Sample Work Evaluation Buy Form

Exhibit 18D

- Useful Publications Buy Form

Chapter 19 expand

Protecting Elders from Abuse and Neglect

Buy Chapter

Exhibit 19A

- Protective Services Agencies Buy Form

Exhibit 19B

- 651 C.M.R. § 5.02—Definitions Buy Form

Exhibit 19C

- Petition for Ex Parte and Emergency Order of Protective Services Buy Form

Exhibit 19D

- Emergency Protective Order Buy Form

Chapter 20 expand

Housing Options

Buy Chapter

Amy L. McIntyre,
Lisa M. Neeley, Esq., Rubin Rudman LLP

Chapter 21 expand

Property Tax Relief for Seniors and Others

Buy Chapter

E. Alexandra Golden, Esq., Golden Law Center

Exhibit 21A

- Application for Statutory Exemption Buy Form

Exhibit 21B

- Tax Deferral and Recovery Agreement Buy Form

Exhibit 21C

- Massachusetts Real Estate Tax Exemptions and Deferrals Under G.L. c. 59, § 5 Buy Form

Exhibit 21D

- 2022 MDOR Schedule CB Buy Form

Chapter 22 expand

Homestead Protection

Buy Chapter

Marc G. Perlin, Esq.,

Exhibit 22A

- REBA Form 18, Election of Tenants by the Entirety Buy Form

Exhibit 22B

- REBA Form 16, Declaration of Homestead, G.L. c. 188, § 3 (For Homes Owned by Natural Persons) Buy Form

Exhibit 22C

- REBA Form 16A, Declaration of Homestead, G.L. c. 188, § 3 (For Homes Owned by Trustee(s)) Buy Form

Exhibit 22D

- REBA Form 16B, Declaration of Elderly or Disabled Homestead, G.L. c. 188, § 2 (For Homes Owned by Natural Person(s)) Buy Form

Exhibit 22E

- REBA Form 16C, Declaration of Elderly or Disabled Homestead, G.L. c. 188, § 2 (For Homes Owned by Trustee(s)) Buy Form

Exhibit 22F

- REBA Form 16D, Affidavit Relative to Homestead Pursuant to G.L. c. 188, § 13 Buy Form

Exhibit 22G

- REBA Form 17, Disclosure Concerning the Massachusetts Homestead Act, G.L. c. 188, § 14 Buy Form

Exhibit 22H

- Massachusetts Secretary of State’s Questions and Answers on the Homestead Act Buy Form

Chapter 23 expand

Financing Rest Home Services

Buy Chapter

Linda L. Landry, Esq., Disability Law Center, Inc.

Exhibit 23A

- Executive Office of Health and Human Services Residential Care Facility Rates Effective: 12/1/22 and 1/1/23 Buy Form

Chapter 24 expand

Long-Term Care Insurance

Buy Chapter

Tobe L. Gerard, Tobe Gerard Insurance LLC

Exhibit 24A

- Notice Regarding LTCI Policies Qualifying Insureds for Certain MassHealth Exemptions Buy Form

Exhibit 24B

- Sources Buy Form

Exhibit 24C

- Corporation for Long-Term Care (CLTC) 2020 Tax Summary Buy Form

Chapter 25 expand

Avoiding Nursing Home Placement: Community Long-Term Care Options

Buy Chapter

Deborah L. Fins, LICSW, CMC,
Kate Granigan, MSW, LICSW, C-ASWCM, LifeCare Advocates LLC

Exhibit 25A

- Cost of Long-Term Care Services Buy Form

Exhibit 25B

- Typical Private Home Care Costs Buy Form

Exhibit 25C

- Community Long-Term Care Resources Buy Form

Chapter 26 expand

MassHealth Options for Individuals Living in the Community

Buy Chapter

Laura Silver Traiger, Esq., Starr Traiger, LLP

Exhibit 26A

- 130 C.M.R. § 450.105 Buy Form

Exhibit 26B

- Senior Guide to Health Care Coverage for Individuals Who Are Sixty-Five and Older or Those Needing Long-Term Care Services Buy Form

Exhibit 26C

- Member Booklet for Those Under Sixty-Five Buy Form

Exhibit 26D

- Massachusetts Elder Service Plan PACE Sites Buy Form

Chapter 27 expand

Nationwide Reverse Mortgage Programs

Buy Chapter

Stephen R. Pepe, Esq., Longbridge Financial, LLC

Exhibit 27A

- Approved Reverse Mortgage Programs and Lenders Buy Form

Exhibit 27B

- Reverse Mortgage Counseling Programs Buy Form

Chapter 28 expand

Assisted Living: Services, Regulations, and Financing

Buy Chapter

Paula K. Almgren, Esq., Berkshire Law Group
Kristina Z. Kisiel, Esq., Berkshire Law Group

Exhibit 28A

- EOEA ALR Aggregate Data Buy Form

Exhibit 28B

- List of Massachusetts ALR Alphabetical as of 11/29/22 Buy Form

Exhibit 28C

- List of Massachusetts ALR by Location as of 10/06/22 Buy Form

Exhibit 28D

- EOEA ALR in Massachusetts: A Consumer Guide Buy Form

Exhibit 28E

- MassNAELA Say No to Arbitration Buy Form

Exhibit 28F

- Genworth Cost of Care in Massachusetts Buy Form

Exhibit 28G

- SSI-G Payment Levels 2023 Buy Form

Chapter 29 expand

Continuing Care Retirement Communities and Assisted Living Communities

Buy Chapter

Michael A. Hickey, Esq., Goulston & Storrs, PC
Carly Perkins, Goulston & Storrs, PC

Chapter 30 expand

The Rights of Long-Term Care Residents in Massachusetts: Nursing Homes, Assisted Living Facilities, and Continuing Care Retirement Communities

Buy Chapter

Rebecca J. Benson, Esq., City of Somerville Health Department
John J. Ford, Esq., Northeast Justice Center

Exhibit 30A

- Model Nursing Facility Admission Agreement Buy Form

Exhibit 30B

- Demand for Relief Under G.L. c. 93A Buy Form

Exhibit 30C

- Resources Buy Form

Chapter 31 expand

Selecting a Nursing Home

Buy Chapter

John J. Ford, Esq., Northeast Justice Center

Checklist 31.1

- Checklist for Placing a Resident in an Alzheimer’s-Specific Unit Buy Form

Chapter 32 expand

Financing Nursing Home Services

Buy Chapter

John J. Ford, Esq., Northeast Justice Center

Chapter 33 expand

Tax Deductions for Medical and Nursing Home Expenses

Buy Chapter

Carol C. Klyman, Esq., Shatz, Schwartz, and Fentin, PC
Stephen L. Sobey, Esq., Shatz, Schwartz, and Fentin, PC

Exhibit 33A

- General Counsel Memorandum 34561 Buy Form

Exhibit 33B

- IRS Form 2120 Buy Form

Exhibit 33C

- Sample Multiple Support Agreement Buy Form

Chapter 34 expand

Resource Planning for MassHealth Coverage: Protecting the Community Spouse

Buy Chapter

Judith M. Flynn, Esq., Falco & Associates

Exhibit 34A

- HCFA Reed Letter Dated June 29, 1999 Buy Form

Chapter 35 expand

Resource Planning for MassHealth Coverage: Reducing Excess Assets

Buy Chapter

Gina M. Barry, Esq., Bacon Wilson, PC
Hyman G. Darling, Esq., Bacon Wilson, PC
Judith M. Flynn, Esq., Falco & Associates

Chapter 36 expand

Resource Planning for MassHealth Coverage: Transfers of Resources

Buy Chapter

Gina M. Barry, Esq., Bacon Wilson, PC
Hyman G. Darling, Esq., Bacon Wilson, PC
Judith M. Flynn, Esq., Falco & Associates

Exhibit 36A

- Changes to the Federal Medicaid Laws Buy Form

Exhibit 36B

- HCFA Streimer Letter Buy Form

Exhibit 36C

- Eligibility Operations Memoranda Buy Form

Exhibit 36D

- Correspondence Regarding OBRA ’93 Special Needs Trusts Buy Form

Exhibit 36E

- Centers for Medicare and Medicaid Services (CMS) October 28, 2010 Interpretive Guidance re: Partial Returns Buy Form

Chapter 37 expand

Resource Planning for MassHealth Coverage: Protecting the Home

Buy Chapter

Gina M. Barry, Esq., Bacon Wilson, PC
Hyman G. Darling, Esq., Bacon Wilson, PC

Exhibit 37A

- DSS Tarantino Letter Dated January 22, 1996 Buy Form

Exhibit 37B

- HCFA Preston Letter Dated April 5, 2000 Buy Form

Exhibit 37C

- Eligibility Operations Memo 23-12 Buy Form

Exhibit 37D

- Social Security Administration Life Estate and Remainder Interest Table Buy Form

Exhibit 37E

- Eligibility Operations Memo 19-12 Buy Form

Exhibit 37F

- Eligibility Operations Memo 20-16 Buy Form

Exhibit 37G

- Guidance on Implementation of the DRA Buy Form

Chapter 38 expand

Trusts in the MassHealth Context

Buy Chapter

Brian E. Barreira, Esq., Law Offices of Brian E. Barreira

Exhibit 38A

- HCFA Streimer Letter Buy Form

Exhibit 38B

- Legal Review Form for Trusts Buy Form

Chapter 39 expand

Special Needs Trusts and ABLE Accounts

Buy Chapter

Peter M. Macy, Esq., Guardian Community Trust, Inc.

Exhibit 39A

- Summary of Statutory SNT Criteria Buy Form

Exhibit 39B

- Pooled Trusts in Massachusetts Buy Form

Exhibit 39C

- Legal Citations for the Practitioner Buy Form

Chapter 40 expand

Tax Considerations Regarding Trusts

Buy Chapter

Brian E. Barreira, Esq., Law Offices of Brian E. Barreira
Lucy J. Budman, Esq., Curley Law Firm LLP

Chapter 41 expand

Tax Consequences of Owning and Transferring the Primary Residence

Buy Chapter

Carol C. Klyman, Esq., Shatz, Schwartz, and Fentin, PC
Stephen L. Sobey, Esq., Shatz, Schwartz, and Fentin, PC

Exhibit 41A

- Posteligibility Transfer by Community Spouse Buy Form

Exhibit 41B

- May 28, 2004, Correspondence Regarding Application of Medicaid Laws to Annuities and Spousal Impoverishment Provisions Buy Form

Chapter 42 expand

Marital Status, Alimony, and Child Support: Impact on MassHealth and SSI

Buy Chapter

Hyman G. Darling, Esq., Bacon Wilson, PC

Exhibit 42A

- DMA Memorandum Regarding Premarital Agreement Buy Form

Exhibit 42B

- MassHealth Eligibility Operations Memo 23-15 Buy Form

Chapter 43 expand

Practice and Procedure Under the MassHealth System

Buy Chapter

Lisa M. Neeley, Esq., Rubin Rudman LLP

Exhibit 43A

- MassHealth Enrollment Centers Buy Form

Chapter 44 expand

MassHealth Estate Recovery

Buy Chapter

Timothy R. Loff, Esq., Law Offices of Timothy R. Loff

Exhibit 44A

- HCFA Technical Advisory on Medicaid Estate Recoveries Buy Form

Exhibit 44B

- MassHealth Estate Recovery Hardship Waiver Request Form Buy Form

Exhibit 44C

- Letter from MassHealth Dated June 24, 2013, Regarding Changes to Massachusetts’ Long-Term Care Insurance Exemption from Estate Recovery Buy Form

Exhibit 44D

- HCFA (Boston Office) Letter Dated May 25, 1995, Regarding Massachusetts’ Long-Term Care Insurance Exemption from Estate Recovery Buy Form

Editor(s)

Author(s)