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MBBP Supports MA Colleges and Universities in MITEF ‘Beantown Throwdown’ 10/23/2014

Posted by Morse, Barnes-Brown Pendleton in Events, Intellectual Property, MBBP news, New Resources, Telecommunications & Networking.
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2014-10-23_13-28-36MBBP joins MIT Enterprise Forum of Cambridge and CHEN PR in hosting the upcoming Beantown Throwdown in November.  Students from top colleges and universities in Massachusetts will pitch off their innovative ideas for start-up companies.  Students representing Babson, Berklee, Boston University, Boston College, Harvard, MIT, UMass Lowell, Northeastern and Wentworth will have 3 minutes to present their ideas to attendees who will then invest in their favorite companies with fake cash. The top three start-up companies with the most “money” invested will win various prizes and take part in a discussion panel the following evening.


To learn more about the Beantown Throwndown

Newest Issue of Preferred Returns Released 10/06/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, MBBP news, New Resources, Venture Capital & Private Equity.
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Corporate Attorney Jonathan GworekLast month, the most recent issue of Preferred Returns, the online publication of the American Bar Association’s Private Equity and Venture Capital Committee was released. This issue includes the Committee’s second annual survey of venture capital cases for 2013, which summarizes the most significant cases from last year.   The publication has a number of useful articles covering the latest legal development impacting the venture capital industry,  including cases covered by MBBP’s Mary Beth Kerrigan and Scott Bleier, as well as other developments of note.

MBBP Partner Jon Gworek is current chair of the ABA PEVC Committee

For more info, please contact Jon 

‘Battle of the Forms': Can it be won? 09/18/2014

Posted by Morse, Barnes-Brown Pendleton in Licensing & Strategic Alliances, New Resources.
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By: Michael J. Cavaretta

cavaretta2Often, in transactions between customers and vendors, each party has its own “boilerplate” terms and conditions that it wants to use, which of course are often quite different than the other party’s terms – a scenario referred to as “the battle of the forms”. So how does one know which terms govern the transaction? This presentation helps to sort it out.

Originally presented on 9/17/14, MBBP IP & Licensing attorney Mike Cavaretta touches upon the following:

  • Sale of services vs. sale of goods
  • Is software a service or good?
  • Is a software license a sale of software?
  • Electronic agreements
  • Strategies

View the slides here. Questions? Contact Mike.

“Materiality Scrape” Provisions and the Business Judgment Rule: MBBP M&A Today 06/27/2014

Posted by Morse, Barnes-Brown Pendleton in M&A, New Resources.
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In MBBP’s June issue of M&A Today, Scott Bleier provides insight into “Materiality Scrape” Provisions from both the Buyer and Seller perspective  in merger and acquisition agreements, while Mark Tarallo discusses the business judgment ruling and how it benefits the defendants while providing a clear roadmap for controlling stockholders.

Read the June M&A Today here.

Employment Law Clip: Retaliation Claims and Steps Employers Can Take to Avoid Them 06/17/2014

Posted by Morse, Barnes-Brown Pendleton in Employment, New Resources.
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Retaliation is now the most common type of discrimination alleged nationally, topping both race and gender. What are retaliation claims and what steps can employers take to reduce their risks? Check out our most recent Employment Law Clip to learn more:

Please feel free to contact any member of our Employment Law Group with any questions on retaliation claims.

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.

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.

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.

Duck Dynasty or Patent Dynasty? 03/06/2014

Posted by Morse, Barnes-Brown Pendleton in Intellectual Property, New Resources.
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Patent Attorney Sean DetweilerBy: Sean Detweiler

If you are reading this because the title caught your eye, then there is a good chance that you are aware of the recently popular Duck Dynasty® television show on A&E Television Networks, which is in its 5th season as I write this article. The frequent promotion for the show states, “meet the Robertsons; they turned duck calls into a multi-million dollar empire.”What you may not realize is that the family patriarch, Phil Robertson, is also a patent holder. He is listed as the inventor on at least two patents related to duck calls.

The cost of filing for, and obtaining, patent protection is not trivial. Independent inventors, startup companies, and small companies alike all have a common issue with which to grapple at the genesis of their own developing back stories. As a patent attorney, I repeatedly hear the same question, “Should we file a patent application to cover our invention, or should we put that money into the company for manufacturing and/or marketing or other areas to build the business?” My response to these questions usually is, “What is the value of your idea?”

Mr. Robertson made the tough choice early on in a market where there were a lot of competitors making duck calls. He invested in patents when he was just starting his company and making duck calls by hand in a shed in Louisiana. So what is the value of those two Phil Robertson duck call patents? Should you patent your idea? Read the full article to find out.

For more information about how MBBP’s Patent Practice can assist you, please contact Sean D. Detweiler.

MBBP Immigration Alert: 2015 H-1B Cap to Open on April 1st 02/10/2014

Posted by Morse, Barnes-Brown Pendleton in Immigration, Legal Developments, New Resources.
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Given improving economic conditions and increased hiring, we anticipate that demand for the limited number of H-1B visas will again this year vastly exceed supply. Last April, over 130,000 cap subject H-1B petitions were filed with the USCIS in the first week of April, and USCIS held a lottery to determine which petitions would be accepted for processing. We are projecting that this year the cap will again be reached within the first week of April and that USCIS will hold another lottery. As a result we are advising all employers who expect to sponsor an employee for a new H-1B visa to file within the first five (5) days of April.

Please see this month’s Immigration Alert for further details.

As always, you’re invited to contact our Immigration Team at you convenience to discuss your specific needs.

Trends: Top 10 Intellectual Property Developments of 2013 02/10/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Intellectual Property, Legal Developments, New Resources.
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Top 10 Intellectual Property  Developments of 2013Looking back at 2013, there were many interesting developments in intellectual property. In an effort to keep our contacts and clients up-to-date with the most recent IP law changes and court decisions, MBBP has compiled our Top 10 Intellectual Property Developments of 2013:

  1. AIA Institutes “First Inventor to File” System
  2. Association for Molecular Pathology v. Myriad Genetics
  3. Bowman v. Monsanto
  4. Apple and Samsung
  5. Federal Trade Commission v. Actavis, Inc.
  6. Already, LLC v. Nike, Inc.
  7. Kirtsaeng v. John Wiley & Sons, Inc.
  8. The Authors Guild, Inc. v. Google, Inc.
  9. COPPA Rule Amendments
  10. New Top Level Domain Names

For more information on these developments, please view the full article here.

NLRB Abandons Notice Posting Requirement 01/09/2014

Posted by Morse, Barnes-Brown Pendleton in Employment, New Resources.
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January 2, 2014 was the deadline for the National Labor Relations Board (NLRB) to file a petition with the U.S. Supreme Court to review the appellate court decisions. The NLRB chose not to file a petition, thus effectively abandoning the notice posting requirement. (Note that this does not impact the requirement under Executive Order 13496 that non-exempt federal contractors and subcontractors post a notice informing employees of their NLRA rights.) The NLRB’s website now notes: “Appellate courts have enjoined the NLRB’s rule requiring the posting of employee rights under the [NLRA]. However, employees are free to voluntarily post the notice.”

For more information on what this means for employers, please see the full Alert.

If you have any questions, please feel free to contact a member of MBBP’s Employment Law Group.

Employee Classification and M&A 12/02/2013

Posted by Morse, Barnes-Brown Pendleton in Corporate, New Resources, Public Companies.
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By: Mark Tarallo

A Massachusetts Superior Court judge recently held up the sale of The Boston Globe (and related entities) to Red Sox owner John Henry, as a result of a restraining order filed against the Worcester Telegram & Gazette, part of the New England Media Group along with The Boston Globe. While the injunction was eventually dissolved and the sale completed, it did create some tense moments in the process. The suit was filed by a class of newspapers carriers, claiming that they were misclassified as independent contractors when they should have been treated as employees. While the actions that gave rise to the suit happened several years ago, employee classification issues are back in the spotlight. The United States Department of Labor budget for 2014 includes a line item of $10 million for grants to the states to investigate worker misclassification and recover additional taxes. States that are looking to generate additional tax revenue will be quick to take advantage of these grants.

While most M&A transactions include representations from the seller regarding employee classification issues, parties considering an M&A transaction must place a renewed emphasis on spotting and dealing with any issues prior to the closing. Liabilities for misclassified workers can travel with the target, leaving the buyer to pay taxes and penalties that it did not anticipate, and indemnity claims may not completely resolve the problem. Sellers that cannot properly document their classification of employees run the risk of seeing their purchase price reduced, or deals fall apart completely, if buyers cannot get comfortable with the classification of the seller’s workers. Both sellers and buyers must work to identify and fix these issues prior to closing, to avoid having an unwanted third party (the DOL or a corresponding state agency) in their transaction.

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

Immigration Alert: The Effect of The Government Shutdown on Immigration Matters 10/01/2013

Posted by Morse, Barnes-Brown Pendleton in Immigration, Legal Developments, MBBP news, New Resources.
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On October 1, 2013 MBBP published a new Immigration Alert: The Effect of The Government Shutdown on Immigration Matters. As a result of Congress being unable to agree to fund the government, it has been “shutdown” until the funding has been secured. This will have a major effect on government services that are not fee-based. For those services, all non-essential employees must stay home. The only exception where non-essential employees can work is to protect life or property. Essential employees will continue to work. Fee-based government services will be mostly unaffected. We strongly encourage any HR or hiring officials to read this in its entirety to ensure that they understand what compliance obligations will continue, and what will be suspended. The major government agencies that will be affected are:

For a summary of these effects, please see our full Immigration Alert. Feel free to contact any member of our Immigration Law Group with any questions.

Tax Alert: Massachusetts Sales and Use Tax on Computer and Software Services – New Law Effective July 31, 2013 07/31/2013

Posted by Morse, Barnes-Brown Pendleton in New Resources, Taxation.
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MBBP recently published a Tax Alert discussing a new law recently enacted by  the Massachusetts Department of Revenue in Technical Information Release 13-10. The law states that certain “computer/software services” performed on or after July 31, 2013 will be subject to the Massachusetts sales and use tax.

Please read our full Tax Alert which summarizes the Department’s initial guidance found in the Technical Information Release.

NEW VC Spotlight Features 2012 VC Data, Dilution, Crowdfunding, and Non-Compete Legislation 03/20/2013

Posted by Morse, Barnes-Brown Pendleton in Client News, Corporate, Industries, Legal Developments, New Resources, Venture Capital & Private Equity.
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Each quarter, MBBP compiles a comprehensive database of venture capital transactions that have closed within New England, New York and New Jersey. In our most recent VC Spotlight, MBBP presents the 2012 First Institutional Rounds – Deal Terms in the chart seen below.Venture Capital Data: 2012 First Institutional Rounds - Deal Terms

Further data analysis can be found in this quarter’s VC Spotlight Newsletter.

Other articles featured include:

  •  The Price of Growth – The Lifecycle of a Company from a Founder’s Dilution Perspective
  • What Every Startup Should Know About Crowdfunding
  • New Proposed Massachusetts Non-Compete Legislation Focuses on Duration of Restrictions

The full newsletter is available here.

Wage & Hour Tip: Understanding the Frequency of Payment Rules 02/26/2013

Posted by Morse, Barnes-Brown Pendleton in Employment, MBBP news, New Resources.
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Did you know that an employer who does not pay its non-exempt employees every two weeks may technically be violating Massachusetts law? Read February’s Wage & Hour Tip for more information on payment rules.

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

What Is a Legal Holiday in Massachusetts? 12/20/2012

Posted by Morse, Barnes-Brown Pendleton in Client News, New Resources.
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MBBP has released a new Wage & Hour Tip of the Month which discusses the legal holidays in Massachusetts. Massachusetts law specifies the kind of work that is permitted on a holiday, and the type of establishment which can operate on a holiday. Generally, employers cannot operate on any legal holiday except New Year’s Day, Martin Luther King Day, President’s Day, Evacuation Day, Patriots Day, Bunker Hill Day, Columbus Day after 12 noon or Veterans Day after 1 p.m. However, employers may be able to operate on an otherwise restricted holiday if they come within one of the 55 statutorily proscribed exemptions.

To read the full Wage & Hour Tip of the Month, please visit our resources page.

FDA to Partner with Industry to Help Expedite Medical Device Development 12/04/2012

Posted by Morse, Barnes-Brown Pendleton in Legal Developments, New Resources.
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Patent Attorney David FazzolareBy David A. Fazzolare

The FDA issued a press release December 3, 2012 announcing its role in a new public-private partnership aimed at expediting medical device review and approval by improving the regulatory science underlying medical device development, assessment and review. In particular, the biomedical science trade association LifeScience Alley (LSA) created the Medical Device Innovation Consortium (MDIC) as an independent, nonprofit corporation that will garner input from stakeholders, including industry, government, and other nonprofit organizations to better understand the regulatory science needs of the medical device industry and provide funding for projects that will simplify medical device design and market approval. The FDA plans to collaborate with MDIC on its supported research and projects.

For additional information, please contact David A. Fazzolare.


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