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Delaware Increases Corporate Formation Taxes 04/14/2014

Posted by Morse, Barnes-Brown Pendleton in Corporate.
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Corporate Attorney Joseph MarrowBy: Joseph Marrow

On Thursday, April 10, 2014, the Delaware legislature passed a new law, effective retroactively to January 1, 2014, which raises the annual corporate tax on limited liability companies, limited partnerships and general partnerships from $250 to $300 per year.  In addition, the legislation increases the minimum annual corporate franchise tax on businesses incorporated in Delaware from $75 to $175.  The Delaware legislature passed the legislation in an effort to fix a state budget gap.  Delaware has always been considered one of the most attractive states in the country for forming a new business enterprise.  It remains to be seen whether the new law will have an adverse impact on the state’s ability to continue to attract new businesses.

For more information on corporate formations, please feel free to contact Joe.

Employment Law Clip: Internships – Paid or Unpaid? 04/14/2014

Posted by Morse, Barnes-Brown Pendleton in Employment.
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Student internships have become increasingly popular, and while internships generally benefit employers and interns alike, there is uncertainty regarding whether internships may be paid or unpaid. MBBP Attorney Christopher Perry explains the importance of distinguishing between the nonprofit and for profit sector and the regulations that apply to each:

Please feel free to contact any member of our Employment Law Group with any questions on paid or unpaid internships.

Tax Considerations in Choosing the Form of Business Entity 04/11/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, New Resources, Taxation.
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Corporate and Tax Attorney Charles Wry, Jr. By: Chip Wry

Founders of a new business typically realize early on that they need to conduct the business through a legal entity to limit their personal liabilities for the debts and obligations the business generates. Often, the three entity types from which the founders must choose are the “C” corporation, the “S” corporation and the limited liability company (or “LLC”). While all three entity types insulate the founders from personal liability, the differences among the three types for tax purposes are substantial. A C corporation, on the one hand, reports and pays tax on its income separately from its owners. The income or loss of an S corporation or LLC, on the other hand, generally is reported by the owners on their personal returns. The choice, therefore, is often tax-driven and requires an analysis of how the founders expect to grow and profit from the business.

View the full article to learn more.

Reminder: Deadline for Nasdaq Certification Approaching 04/10/2014

Posted by Morse, Barnes-Brown Pendleton in Public Companies.
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Corporate Attorney Daniele Ouellette LevyBy: Daniele Ouellette Levy

As described in prior posts, Nasdaq recently amended its listing rules regarding the independence of compensation committee members.  A description of the changes may be found here and here.

The deadline for complying with Nasdaq’s revised listing requirements is the earlier of (i) a company’s first annual meeting after January 15, 2014, or (ii) October 31, 2014.  Listed companies are required to certify to Nasdaq, within 30 days after the applicable deadline, that they have complied with the new listing rules. The certification must be filed through Nasdaq’s listing center and may be found here.

For more information on the new Nasdaq listing requirements affecting compensation committees please contact Daniele Ouellette Levy.

Cambridge-based Timbre Acquired by Seatwave 04/09/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, M&A.
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SeatwaveOn April 4th Timbre, an app that helps music fans find live shows, announced it has been acquired by MBBP client Seatwave.  Morse, Barnes-Brown & Pendleton serves as counsel to Seatwave, and advised it in connection with the structuring, negotiation and documentation of this transaction. Joe Martinez and Joshua French were the lead attorneys on this deal.

Read more about it here.

Daniele Ouellette Levy to Hold Office Hours at Techsandbox 04/08/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events.
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Corporate Attorney Daniele Ouellette LevyOn Monday, May 19th MBBP Attorney Daniele Ouellette Levy will be holding office hours at MBBP client TechSandBox, an innovation center and accelerator. The event will be offered probono for TechSandBox members and to non-members as space allows. Daniele will help registrants understand the various options when incorporating LLC, C, S and stock options/ownership set up. 

Visit TechSandBox to sign up!

Is Boston the new Cambridge for Tech Companies? 04/07/2014

Posted by Morse, Barnes-Brown Pendleton in New Resources, Venture Capital & Private Equity.
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Corporate Attorney Scott BleierBy: Scott Bleier

Blessed with two world-class research universities in Harvard and MIT and the annual parade of newly minted PhD’s and MBAs walking through their doors with dreams of entrepreneurship, Cambridge has long been the epicenter of the technology company/start-up community in the Greater Boston metropolitan area. However, according to recent statistics, the local tech landscape may be changing. CB Insights, a data services firm, recently published a report showing 2013 marked the first time that venture capitalists invested in more companies located in Boston than Cambridge. What does this mean for the local tech community? Read the full article to on our new VCs and Startups blog to find out.

Lisa Treannie and MBBP Featured in Boston Business Journal 04/07/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, MBBP news.
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Managing Partner and Patent Attorney Lisa TreannieOn Friday, April 4 the Boston Business Journal (BBJ) published an article on MBBP Patent Attorney Lisa Treannie and her recent transition to the position of managing partner. The article discusses Morse Barnes-Brown and Pendleton’s new leadership team, including new Executive Director David Ludwick, as well as Lisa’s plans for the future of the firm.

Read the full article here.

iZotope Named One of SBANE’s 2014 New England Innovation Award Finalists 04/03/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Events.
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iZotope, Inc.The Smaller Business Association of New England (SBANE) recently announced the finalists of its 2014 New England Innovation Awards, an annual award program that recognizes those companies that are potential game changers in their specific markets. Among the finalists is MBBP client iZotope, Inc., an audio technology company developing professional audio software for audio recording, mixing, broadcast, sound design, and mastering. On April 10th at the Henderson House in Weston, the finalists will have one last chance to present to the judging team before the winner(s) are announced at the 2014 New England Innovation Awards Gala Presentation and Dinner on May 7th.

Congratulations iZotope!

To learn more about the New England Innovation Awards, please visit SBANE.

Hastings Equity Partners Completes Sale of Danlin Industries 04/02/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Deal News.
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Hastings Equity Partners, LLC

MBBP client Hastings Equity Partners recently announced the sale of Danlin Industries to Arsenal Capital Partners. Danlin provides production chemicals, capillary services and completion chemical solutions to oil & gas exploration and production companies. Morse, Barnes-Brown & Pendleton serves as counsel to Hastings Equity Partners, and advised it in connection with the structuring, negotiation and documentation of this transaction. Shannon Zollo was the lead corporate attorney on MBBP’s team, which also included attorneys Chip Wry, Mark Tarallo, and Jonathan Calla.

Hastings Equity Partners is a Waltham, MA-based, private investment firm that acquires and grows small to mid-sized enterprises.

Please visit Hastings Equity Partners for more information.

MBBP to Sponsor Exit Planning Exchange Summit 2014 04/02/2014

Posted by Morse, Barnes-Brown Pendleton in Events.
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Exit Planning Exchange 2014 SummitOn Friday, May 2 MBBP will sponsor the Exit Planning Exchange (XPX) 2014 Summit held in The Conference Center at Bentley University. The summit will focus on the topic “Growth: The Best Road to Value and Liquidity” and provide opportunities for attendees to learn from many subject matter experts on growth opportunities, building value and using innovation, delve into a business case study with their peers, and connect with old and new colleagues.

To learn more or to register for this event, please visit XPX.

Implant Sciences Issues $20 Million Secured Promissory Notes 04/02/2014

Posted by Morse, Barnes-Brown Pendleton in Client News.
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Implant Sciences CorporationOn March 21 MBBP client Implant Sciences Corporation announced it had completed a $20,000,000 refinancing with an accredited New York City-based institutional investor group.  Implant Sciences used the proceeds of the loan to pay down its DMRJ Group LLC line of credit as well as some portions of its other indebtedness to DMRJ. Glenn Bolduc, President and CEO of Implant Sciences, had this to say of the announcement:

We believe our ability to execute this non-convertible debt financing agreement with new lenders is based on the strength of our operations, our market traction in explosives trace detection, and the future potential of Implant Sciences. The loan gives us the flexibility to pay down our DMRJ debt while also providing additional working capital. We are also happy to announce the extension of our loans from DMRJ. DMRJ has been consistently supportive of our Company and has provided us the capital we needed to get to where we are today. We are pleased to continue to work with them.

Implant Sciences is a high technology supplier of systems and sensors for homeland security and defense markets.

Please visit Implant Sciences Corporation for the full press release.

MBBP Launches M&A and VC Blogs 04/01/2014

Posted by Morse, Barnes-Brown Pendleton in MBBP news, New Resources.
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MBBP recently launched two new blogs:

M&A Today

This blog is a service of MBBPs Mergers and Acquisitions practice and focuses on current issues and events that are of interest to business founders and investors looking to acquire or exit a business. Our attorneys have extensive experience in complex M&A transactions, including private equity deals, representing both publicly traded and privately held buyers and sellers. Click here to follow our blog.

VCs and Startups

The start-up ecosystem can be complicated and difficult to navigate. Through this blog, we aspire to educate entrepreneurs, start-up companies and investors about a wide spectrum of issues related to a company’s lifecycle, including incorporation, seed financings, venture capital and liquidity transactions. We also hope to keep our readers up to date with changes in the law and make them aware of best practices for managing issues that start-ups face on a daily basis. Click here to follow our blog.

Wage & Hour Tip: Are Your Commissioned Sales Employees Entitled to Minimum Wage and Overtime? 04/01/2014

Posted by Morse, Barnes-Brown Pendleton in Employment, MBBP news, New Resources.
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Many employers use commission payments to increase the productivity of their sales force. Commissioned sales people can earn significant compensation. But, are commissioned sales people also entitled to minimum wage and overtime?  Please see our full Wage & Hour Tip of the Month to learn more.

Please feel free to contact MBBP’s Employment Law Group with any questions.

Actifio Secures $100 Million Financing Round 04/01/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Computer Software & Hardware.
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actifio - Copy Data ManagementOn March 24 MBBP client Actifio announced a $100 million financing round, one of the largest investment deals for a privately held Boston-area technology firm in years. Actifio is an information technology and software company that delivers copy data virtualization to hundreds of global enterprise customers and service provider partners in more than 30 countries around the world. The new funding will be invested in the core IP and new features of its data virtualization platform as well as the continued expansion of Actifio’s market reach and surrounding ecosystem. Ash Ashutosh, CEO of Actifio, was recently quoted in Forbes discussing the financing:

All of last year, the simple focus was in scaling our business. The last three quarters we were figuring out how to scale, and the one factor that was a constraint was speed of time. Now this helps me grow as fast as possible.

Congratulations Actifio!

To learn more about this news, please see full articles in The Boston Globe and Forbes.

USPTO Announces Glossary Pilot Program to Expedite Software Patent Applications 03/28/2014

Posted by Morse, Barnes-Brown Pendleton in Computer Software & Hardware, Intellectual Property.
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Patent Attorney Sean DetweilerBy: Sean Detweiler

The USPTO recently announced the launch of a new pilot program called the Glossary Pilot Program, to run from June 2nd until December 31st.  The program is for software patent applications and requires an applicant to include a glossary section in the patent application specification to define terms used in the patent claims. Applications accepted into this pilot program will receive expedited processing and be placed on an examiner’s special docket prior to the first office action, and will have special status up to issuance of a first office action.  More information on the program can be found at USPTO.

If you wish to participate in this program, please contact Sean D. Detweiler.

Mass. Court Denies Motion for Certification of Defendant Class 03/25/2014

Posted by Morse, Barnes-Brown Pendleton in M&A.
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Corporate Attorney Joseph MarrowBy: Joseph Marrow

A recent decision of the Massachusetts Federal District Court denied a motion to certify a defendant class related to an indemnification claim concerning tax liabilities from an alleged breach of a merger agreement. In Mercury Systems, Inc. v. Shareholder Representative Services, LLC, et al., Civil Action No. 13-11962-RGS, the plaintiff, Mercury Systems, filed a motion to certify a defendant class (the defendant securityholders and the stockholder representative appointed to resolve post-closing disputes). To learn how the court ruled and what you can do to avoid post-closing disputes read the full article here.

For more information on this topic, please feel free to contact Joe.

Tomo360 to Showcase at Mass Innovation Nights – Vote for them here! 03/25/2014

Posted by Morse, Barnes-Brown Pendleton in Client News.
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Tomo360MBBP client Tomo360 has been selected as one of ten companies to showcase at Mass Innovation Nights on April 9th at the Merrimack Valley Sandbox of Lowell. Only four companies will have the opportunity to present their products. Cast your vote for Tomo360 here!

For more information or to register for the event, please visit Mass Innovation Nights.

MBBP Attorneys to Present at swissnex Boston Seminar 03/20/2014

Posted by Morse, Barnes-Brown Pendleton in Events, MBBP news.
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swissnex BostonOn Wednesday, March 19th MBBP Attorneys Scott Bleier, Stan Chalvire, Grant Godfrey, Maura Malone and Sheri Mason were invited to speak to Executive MBA students from Bern, Switzerland at swissnex Boston, the consulate of Switzerland. The presentation covered the legal perspectives on starting a business in the U.S., including the areas of corporate, trademark, patent, employment and immigration law.

For more information, please visit swissnex Boston.

Intellectual Property Today Names MBBP a 2013 Top US Patent Firm 03/18/2014

Posted by Morse, Barnes-Brown Pendleton in Intellectual Property, MBBP news.
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In the March 2014 issue of Intellectual Property Today, Morse, Barnes-Brown & Pendleton was named to the list of 2013 Top Patent Firms in the United States. The list is composed of law firms and individual representatives, ranked according to the number of utility patents issued in 2013 where the firm is listed as the legal representative on the issued patent. The number of patents issued in 2013 for which MBBP was identified as the representative law firm increased by 47.4%, ranking MBBP 20th out of 286  in growth, relative to 2012, and landing MBBP at #253 in absolute numbers.

MBBP has had a strong focus on building its patent practice over the last few years and is pleased to have earned placement on this list. Keep an eye out for MBBP’s continued growth in the patent arena.

For the full list, please click here.

Visit our website for more information on our patent practice!

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