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Previous IC blog posts have discussed the concept of “fiduciary duties” in a closely held corporation (e.g., one whose stock is not freely traded and is held by only a few shareholders) in general terms. This post discusses just one of a whole host of business …
On Saturday, February 28, 2015, Governor Charlie Baker issued a press release stating that the 2016 fiscal year budget will include a tax amnesty program.[1] Unlike the tax amnesty program for the 2015 fiscal year—which was limited to business and individual …
Shareholders in a closely held corporation (e.g. a corporation whose stock is not freely traded and is held by only a few shareholders) owe fiduciary obligations to one another. The extent and parameters of these obligations is the subject of great tension be …
It should come as no surprise that just because your business is registered as an LLC, you are not completely shielded from potential liability. Indeed, LLC stands for limited liability companies, reflecting the notion that perhaps some liability exposure rema …
For purposes of this post, we want to talk about the rights and duties of LLC “members” without regard to whether an individual qualifies as a “member” – more on that another day. The rights and duties of LLC members fall into three basic categories: Rights an …
Massachusetts has a reputation for having one of the most challenging physician license applications in the U.S. The Massachusetts Board of Registration in Medicine (“MA Medical Board”) is strict, exacting and concerned about the slightest flaw or inconsisten …
The primary objective of financial due diligence is to develop a comprehensive and focused review to assist a potential buyer in the uation of a target business (“Target), usually in connection with a transaction. When you’re considering buying a company, or s …
A Limited Liability Company (“LLC”) is an unincorporated legal entity organized under a state limited liability company law that offers limited liability to all of its owners, who are called “members.” Massachusetts has codified its LLC laws as Mass. Gen. Laws …
There are some unique LLC (Limited Liability Companies) formation requirements in Massachusetts. Applicants must register with the Corporations Division of the Secretary of the Commonwealth (“Corporations Division” or “Secretary’s Office”), which includes the …
If you are at the point where you have either started a business or have decided to start a business, one of the many questions that are probably running through your mind is whether to incorporate. For purposes of this article, when I say “incorporate” or “in …
Welcome all to the first installment of the Innovator’s Counsel! This blog will, in the coming weeks and months, devote itself to issues of interest to innovators and entrepreneurs. Our goal is to make this blog a must read for those who have started a new bus …
Massachusetts’ highest court has held that if an irrevocable and unamendable trust gives the trustee the right, in its sole judgment, to pay any amount directly to one or more beneficiaries or to use any amount to indirectly benefit one or more beneficiaries ( …
Occasionally, I see a Massachusetts “DNR Notice” in someone’s home (usually the home of an elderly person). The notice is formally named a “Comfort Care-Do Not Resuscitate” notice – “CC/DNR” for short. Recently, I noticed a CC/DNR in an elderly client’s home …
Massachusetts has rapidly expanded its sales tax (and corresponding “use tax”) to reach certain kinds of services rendered to Massachusetts purchasers in connection with computer software. The new law was enacted July 24, 2013 and became effective July 31, 20 …
At long last, in its first action to avoid the Fiscal Cliff, Congress has enacted a new tax act (The American Taxpayer Relief Act of 2012). From a US (but not Massachusetts) gift tax and estate tax perspective the Bush-era tax cuts were made permanent. The m …