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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.

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!

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.

Employment Law Clip: Employee Terminations Under the MA Wage Payment Law 03/17/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Employment.
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Employers, there are some important aspects of the Massachusetts Wage Payment Law that you may not be aware of when firing or laying off an employee or employees. MBBP Attorney Christopher Perry explains what you need to know below:

Please feel free to contact any member of our Employment Law Group with any questions on Massachusetts wage payment laws.

Diana Española to Speak at Leadership and Management Seminar 03/13/2014

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Tax and Business Attorney Diana EspañolaOn March 22, MBBP Tax Attorney Diana Española will be speaking at a Leadership and Management Seminar presented by the Consulate General of the Philippines for the Heads of Filipino-American Community Associations. The event is taking place at the Harvard Student Organization Center at Hilles in Cambridge, MA and is aimed at providing the heads of community organizations with fresh perspectives on leading and managing an organization, and engaging the emerging generation of Filipino-Americans.  Diana will be speaking on managing legal matters in organizations.

Please feel free to contact Diana with any questions.

Howard Zaharoff Judges BU’s 2014 New Venture Competition Semi-Finals 03/06/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events.
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IP and Technology Licensing Attorney Howard ZaharoffOn February 28 MBBP IP and Licensing Attorney Howard Zaharoff helped judge the semi-finals of BU’s 2014 New Venture Competition. The contest is sponsored by Boston University’s Institute for Technology Entrepreneurship and Commercialization (ITEC) and is open to current and past BU students, both graduates and undergrads. Interested students and alumni participated in a fall or spring “Pitch and Pizza Competition.” The winning Pitchers went on to the second round, February’s semi-finals, which named six finalists.

These finalists will pitch their business to a panel of experts, including angel investors, and will be eligible for awards that include MBBP’s People’s Choice Award. The finals will be held on Tuesday, April 15th.

To learn more about the New Venture Competition, please visit BU’s Entrepreneurship Programs.

Howard Zaharoff Interviewed for HoGo Blog Piece 03/04/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Intellectual Property.
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IP and Technology Licensing Attorney Howard ZaharoffOn March 4 MBBP IP Technology and Licensing Attorney Howard Zaharoff was featured in a blog post by HoGo, a DRM (digital rights management) platform that lets users copy-protect, distribute and manage PDF files. The blog post titled “Ten Questions with… Howard Zaharoff (Part One)” shares his legal perspective on copyrights and copy protection with readers of HoGo Blog Confidential.

Visit HoGo to see the first half of Howard’s interview.

Please feel free to contact Howard with any of your own questions on IP and Copyright law.

Jonathan Gworek Panels ABA Event on Great Hill Equity Partners Case 03/03/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Venture Capital & Private Equity.
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Corporate Attorney Jonathan GworekOn January 27th, MBBP Corporate Partner and Chair of the Private Equity and Venture Capital Committee of the American Bar Association, Jonathan Gworek, moderated a webinar on the implications of the recent Great Hill Equity Partners case. In this case the Delaware Court of Chancery held that under Section 259 of the DGCL, all privileges—including the attorney-client privilege—pass from the acquired corporation to the surviving corporation in a merger.

In October, Jon moderated a similar webinar on the recent In re Trados Inc. Shareholder Litigation opinion, in which the Delaware Court of Chancery found that a sale of the venture backed company was entirely fair notwithstanding the fact that the common stockholders received none of the merger consideration.

Materials from both panel discussions can be found here.

Please feel free to contact Jonathan Gworek with any questions on these topics.

Scott Connolly Speaks at MCLE Employment Seminar 03/03/2014

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MCLE Proving & Valuing Damages in Employment Cases PanelistsOn Friday, February 28, 2014, MBBP Employment Attorney Scott Connolly served as a panel speaker at the Massachusetts Continuing Legal Education’s (MCLE) annual seminar on Proving & Valuing Damages in Employment Cases. Among the topics Scott covered from the defense perspective were whether and how to effectively use financial experts at trial, ways for defendants to avoid/minimize punitive damages, limiting emotional distress damages, and whether unemployment benefits should be deducted from back-pay awards. Other members of the distinguished panel were Honorable Peter M. Lauriat, Superior Court Justice, Eugenia M. Guastaferri, Senior Hearing Officer at the Massachusetts Commission Against Discrimination and employee-side advocates Inga S. Bernstein and David E. Belfort. Scott defends clients from employment-related lawsuits before state and federal courts and agencies.

Please feel free to contact Scott with any questions.

Employment Law Clip: Pitfalls of Using Independent Contractors 03/03/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Employment.
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Many businesses use “independent contractors” to augment their regular workforce. They see advantages to using trained, non-employee workers with specialized skills who can provide needed services on a short-term or long-term basis. However, the ability of businesses to classify workers as independent contractors is not unchecked. Businesses cannot avoid employer obligations simply by designating certain workers as independent contractors.

In this video Massachusetts Employment Lawyer Robert M. Shea discusses the serious danger that independent contractors can pose to a business when they do not comply with government and tax laws and are misclassified as such:

Want more information? Try some of our other resources on this topic:

Please feel free to contact any member of our Employment Law Group with any questions on independent contractor laws.

MBBP’s Employment Law Clip Series will provide quick, easy-to-digest snapshots of common Employment issues, as well as practical information on how to avoid complicated, expensive and time-consuming pitfalls. Stay tuned for the next topic on Wage Payment Laws: Termination.

Grant Godfrey to Speak at Lesley University 02/25/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Immigration.
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Immigration Attorney Grant GodfreyOn Wednesday, March 5th MBBP Immigration Attorney Grant Godfrey has been asked to speak to international students attending Lesley University in Cambridge, Massachusetts. Grant will be discussing immigration options for students once they receive their degree.

Please feel free to contact Grant with any questions on immigration.

Visit our resources page for MBBP immigration articles and newsletters.

Joe Martinez to Speak At Equity Crowdfunding Symposium 02/24/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events, Venture Capital & Private Equity.
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Corporate Attorney Joseph MartinezOn Thursday, April 24, MBBP Corporate Attorney Joseph Martinez will sit as a panelist for Quincy College Symposium on Equity Crowdfunding. With the passage of the Jumpstart Our Business Startups (JOBS) Act of 2012, the world of Equity Crowdfunding promises to stir the pot for investors and entrepreneurs alike. Joe will help lead a discussion that focuses on new and traditional sources of business capital including equity crowdfunding, bank loans, government loans, vendors and more.

For more details or to register visit the event page.

Please feel free to contact Joe with any questions on raising capital.

Jonathan Gworek Published in Business Law Today 02/13/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, M&A, Venture Capital & Private Equity.
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Corporate Attorney Jonathan GworekMBBP Corporate Attorney and Chair of the Private Equity and Venture Capital Committee of the American Bar AssociationJonathan Gworek, was recently published in the January edition of Business Law Today, a publication by the American Bar Association. Jonathan’s article, “The Threat of Social Media Diligence on the Confidentiality of the M&A Process“, covers the very practical impact of the Internet and “social media diligence” on the confidentiality in M&A transactions and suggests certain practices that the parties might adopt to both mitigate and more fairly allocate this risk.

Visit Business Law Today to read the full article.

For more information on the M&A process, please feel free to contact Jon.

Joseph Marrow to Speak At Boston College 02/11/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Venture Capital & Private Equity.
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Corporate Attorney Joseph MarrowOn Tuesday, February 18th MBBP Corporate Attorney Joseph Marrow will be a guest lecturer for the Carroll Graduate School of Management at Boston College. Joe will be discussing venture capital term sheets for an Entrepreneurial Finance class.

Please feel free to contact Joe with any questions on VC term sheets.

For more information on term sheets visit our resources page.

MBBP Attorneys Dissect Fundamentals of Business Tax Law — Upcoming MCLE Program 01/31/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events, Taxation.
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Tax and Business Attorney Robert FinkelMBBP Tax Attorneys Robert M. Finkel and Diana C. Española are among the faculty presenting at MCLE New England‘s in-person program “Fundamentals of Business Tax Law Dissected” on Thursday, February 13th from 2:00 pm to 5:00 pm.

This program is intended to provide non-tax lawyers with an overview of the most common taxes businesses can expect to face, and the background necessary to help spot troublesome tax issuesTax and Business Attorney Diana Española that can derail a transaction and pose problems to businesses down the road.

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

For more information on tax law, please contact Robert Finkel or Diana Española .

MBBP Attorneys to Panel Upcoming MCLE Program – Building Business Organizations: LLCs, LLPs, Limited Partnerships & Corporations 01/30/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, Events, Taxation.
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Corporate and Tax Attorney Charles Wry, Jr. MBBP Attorneys Charles A. Wry, Jr. and Scott R. Bleier are among the faculty presenting at MCLE New England’s in-person program “Building Business Organizations: LLCs, LLPs, Limited Partnerships & Corporations” on Thursday, February 6 from 9:00 am – 12:00 pm.

The program focuses on new business organizations that are typically formed as limited liability companies (“LLCs”),Corporate Attorney Scott Bleier corporations, or, less frequently, limited partnerships or limited liability partnerships (“LLPs”). The faculty will discuss how to choose a form of entity based on a number of tax and non-tax considerations and then, if the entity chosen is a corporation or LLC, whether to use Massachusetts or Delaware law. Attendees will learn how to form a corporation or LLC in Massachusetts or Delaware, including how to prepare the various organizational documents. 

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

For more information on building business organizations, please contact Chip Wry or Scott Bleier.

Scott Bleier Named Senior Attorney 01/10/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, MBBP news.
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Corporate Attorney Scott BleierMBBP is pleased to announce that Corporate Attorney Scott Bleier has been elevated to Senior Attorney.

Scott concentrates his practice in the areas of general corporate and securities law with a special emphasis on private securities offerings, venture capital transactions, private equity financings, and mergers and acquisitions, as well as general corporate representation of emerging growth companies.

Congratulations Scott!

MBBP Welcomes Attorney Hillary Peterson 12/10/2013

Posted by Morse, Barnes-Brown Pendleton in Attorney News, MBBP news.
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Corporate Attorney Hillary PetersonMBBP is pleased to announce that Attorney Hillary Peterson has joined the firm as an associate. Hillary concentrates her practice in the area of general corporate and securities law. She represents clients in a wide range of corporate matters including venture capital and private equity financings, mergers and acquisitions and other corporate transactions. Hillary also advises public and private clients in connection with corporate governance and securities matters.

Prior to joining Morse, Barnes-Brown & Pendleton, Hillary was an associate in the Business Department at Foley Hoag LLP. Hillary is a graduate of Bowdoin College and earned her law degree, cum laude, from Suffolk University Law School.

Please feel free to contact Hillary directly.

Bob Shea Named Chair of SBANE Board of Directors 12/05/2013

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Employment Attorney Bob SheaOn November 4 the Smaller Business Association of New England (SBANE) announced that MBBP Employment Attorney Bob Shea has been elected Chair of its Board of Directors for a two-year term. Bob has served on the Board and Executive Committee at SBANE for several years, most recently as Secretary, and has been very active in supporting SBANE committees, programs and events. Donald Parker, Managing Partner of MBBP, had this to say of Bob’s election:

We are very pleased that Bob Shea has been elected Chair of SBANE’s Board of Directors. We’ve enjoyed a particularly strong relationship with SBANE over the years, starting when we were neighbors at our former address. As soon as he joined MBBP in 2003, Bob immediately became involved in SBANE activities, and his energy, enthusiasm and focus helped cement the connection between our organizations. We have the highest regard for all SBANE does to aid small businesses, from providing a legislative voice to making available practical information about growth and development. We are proud to be a part of their continuing leadership in the business community, and we look forward to assisting Bob in his efforts to carry out SBANE’s mission of innovation, advocacy and education.

Congratulations Bob!

Please visit MBBP for a full press release on Bob’s appointment.

Joe Martinez to Speak at BBA Seminar on Crowdfunding 12/04/2013

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events.
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Corporate Attorney Joseph MartinezOn December 10 MBBP Corporate Attorney Joseph Martinez will be speaking at a Boston Bar Association seminar titled SEC’s Proposed Rules for Crowdfunding. In October the SEC proposed rules to implement Title III of the Jumpstart Our Business Startups (JOBS) Act which introduced a new “crowdfunding” exemption from registration of securities. The rules, if finalized, would make it possible for most privately-held companies to raise capital by selling securities to the public without registering with the SEC. In this program, Joe will review some of the key provisions in the proposed rules and discuss the challenges they pose for crowdfunding.

For more information or to register, please visit the event page.

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