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MBBP Opens Law Office in Salt Lake City 06/02/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, MBBP news.
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We are pleased to announce that we have opened a Utah office to serve the fast-growing market in private equity and emerging growth companies in and around Salt Lake City, Utah, and the broader Mountain West region. According to Managing Partner Lisa Warren Treannie, Utah’s “increasing demand for lawyers who represent high tech, medical device, and life sciences companies and the investors who invest in these companies,” as “a perfect fit” for MBBP.

The Salt Lake City office is led by partners Jeffrey P. Steele and James J. Kelly. Steele focuses on emerging growth companies in a variety of industries including life sciences and medical devices and represents a range of clients in angel and venture capital financing, mergers and acquisitions, joint ventures, and business partnering transactions. Kelly represents private investment fund managers in all aspects of their businesses, including fund formation and compliance, operational and regulatory matters. For more information see our official press release and view the announcement video below.

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Mary Beth Kerrigan to Speak on How to Raise Money from Family and Friends 05/30/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events, Venture Capital & Private Equity.
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Corporate Attorney Mary Beth KerriganThe Enterprise Center at Salem State University is hosting an event titled “Raising Money from Friends and Family – How to Do it Right” on Friday, June 6th. MBBP Corporate Attorney Mary Beth Kerrigan is one of three speakers at the event who will provide an interesting discussion on early sources of funding, from both traditional and non-traditional sources, how to do it right, and the crucial pitfalls to avoid.

To learn more or to register for the event, please visit the Enterprise Center.

Do you have questions regarding seed funding? Feel free to contact Mary Beth.

Jon Gworek Leads Private Equity and Venture Capital Committee at ABA Business Law Spring Meeting 05/30/2014

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Corporate Attorney Jonathan GworekLast month the Private Equity and Venture Capital Committee of the Business Law Section of the American Bar Association met at the recent Business Law Section Spring Meeting in Los Angeles, CA. As chair of the PEVC committee, MBBP Partner Jon Gworek was involved in the planning of several committee meetings and CLE’s. The PEVC committee’s main CLE event was called “Exiting the Venture Backed Company: Jurisprudence and Practice”, in which the panelists took an in-depth look at the Trados case. Panelists included James Honaker of Morris, Nichols, Arsht & Tunnell, Daphne Chang of Google Ventures and Rachel Proffitt of Wilson Sonsini Goodrich and Rosati with moderator Eric Klinger-Wilensky of Morris, Nichols, Arsht & Tunnell.

To learn more on the topic, please contact Jon Gworek.

Shannon Zollo to Moderate Panel at TiECON East 05/28/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events, M&A.
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Corporate Attorney Shannon ZolloTiECON East, the largest startup conference on the East Coast, is being held at the Cambridge Marriott on May 29th-30th. Entrepreneurs from technology, life sciences, education and cleantech industries attend the two-day conference to learn about the latest trends in innovation, get advice from experienced entrepreneurs, and network to find their next big opportunity. On Friday, May 30th MBBP Attorney Shannon Zollo will be moderating a panel titled “M&A or IPO, That’s the Question” in which distinguished experts will help answer questions such as:

  • How early is too early to start thinking about the Exit?
  • What are the important factors to consider for an exit event, whether IPO or M&A?
  • What steps do you need to take today to ensure the best return for yourself and your investors?
  • Does the type of investor you seek matter?

To learn more about the panel, visit TiECON East.

For more information on the specifics regarding M&A transaction or IPOs please feel free to contact  Shannon Zollo.

USPTO Proposes Reducing Fees for Trademark Applications and Renewals Filed Electronically 05/20/2014

Posted by Morse, Barnes-Brown Pendleton in Intellectual Property.
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Trademark Attorney Thomas DunnBy: Thomas Dunn

The USPTO has issued a notice of proposed rulemaking relating to the reduction of fees for trademark applications and trademark renewals filed electronically.

Currently the per-class fees for filing an application for registration of a trademark are set at $375 for filing a paper application, $325 for filing electronically using the regular Trademark Electronic Application System (TEAS) form, and $275 for filing electronically using TEAS Plus form, which involves additional requirements. The per-class fee for renewal of a trademark registration is currently $400.

The USPTO proposes to reduce by $50 the fee for an application filed using the regular TEAS application form from $325 to $275 per class if the applicant authorizes email communication and agrees to file all responses and other documents electronically during the prosecution of the application. This option will be known as a TEAS Reduced Fee (‘‘TEAS RF’’) application. The USPTO also proposes to reduce by $50 the fee for a TEAS Plus application for registration from $275 to $225 per class and reduce by $100 the fee for a TEAS application for renewal of a registration from $400 to $300 per class.

The filing fee of $375 per class for trademark applications filed on paper will not be changed. The filing fee of $400 per class for renewal of a trademark registration filed on paper will likewise not be changed.

The full notice is available here. The comment period closes on June 23, 2014. We expect the reduced fee structure will be implemented shortly thereafter.

Trademark attorneys at Morse, Barnes-Brown and Pendleton file every application and renewal electronically, authorize email communication with the USPTO, and file all responses and other documents electronically during the prosecution of an application.  By meeting these requirements, we are positioned to help reduce filing costs for our clients. We invite you to talk with us about how we can meet your trademark needs in a cost-efficient manner.

Howard Zaharoff to Moderate Panel on Effective Partnerships & Conflict Avoidance in Life Sciences 05/16/2014

Posted by Morse, Barnes-Brown Pendleton in Events, Life Sciences.
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IP and Technology Licensing Attorney Howard ZaharoffTechSandBox, a Metrowest innovation center sponsored by MBBP, is hosting an upcoming program for its Life Sciences SIG titled “Effective Partnerships & Conflict Avoidance in Life Sciences“. MBBP IP and Licensing Attorney Howard Zaharoff will serve as moderator of the seminar which will discuss the importance of understanding what tools are available to life sciences companies that help manage conflict and disputes before they derail important relationships. The event takes place at TechSandBox’s space in Hopkinton, MA on Monday, May 19th.

To learn more or to register for the event, please visit TechSandBox.

SEC Continues to Adapt to Use of Social Media – Companies not Responsible for Re-Tweets 05/13/2014

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

As we have discussed in prior posts, the U.S. Securities and Exchange Commission (SEC) has been considering how the use of the social media by public companies fits within the existing regulatory framework.  The SEC recently issued additional guidance regarding the use of social media by public companies.  In its guidance, appearing as C&DIs 110.02 and 232.16, the SEC clarified that when third parties re-tweet or otherwise re-transmit a social media post originated by a public company, the company is not responsible for ensuring that the re-transmission complies with securities laws.  Under the SEC’s guidance, a re-tweet or re-transmission is not attributed to the company provided that:

  • the company has no involvement with the third party’s re-transmission of the post;
  • the third party is not acting on behalf of the company; and
  • the third party is not a participant in an offering of company securities.

We believe this new guidance provides another step toward permitting public companies to use social media to communicate with stockholders and the investment community.  This trend toward social media as a preferred platform for communicating with stockholders and potential investors underlines the need for public companies to adopt a comprehensive social media policy.

For more information on this topic please contact Daniele Levy.

MBBP Named “Best Law Firm” in Boston 05/12/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Taxation.
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MBBP Best Law Firm: Litigation-TaxU.S. News and Best Lawyers, the leading survey of lawyers worldwide, have joined to rank more than 11,000 firms in 120 practice areas in 170 metropolitan areas and 8 states. Morse Barnes-Brown & Pendleton PC has received a Tier 1 ranking of Boston’s “Best Law Firm” 2014 in two practice areas: Tax Law and Litigation-Tax. The U.S.News – Best Lawyers “Best Law Firms” rankings are based on an evaluation process that includes the MBBP Best Law Firms: Tax Lawcollection of client and lawyer evaluations, peer review from leading attorneys in their field, and review of additional information provided by law firms as part of the formal submission process.

MBBP is proud of our impressive tax department. Please feel free to contact the members of our team with any tax-related questions.

Delaware Legislature Proposes Amendments Allowing Escrowing of Director and Stockholder Consents 05/08/2014

Posted by Morse, Barnes-Brown Pendleton in M&A.
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Corporate Attorney Scott Bleier

By: Scott Bleier

In response to the practical concerns raised by AGR Halifax Fund, Inc. v. Fiscina (743 A.2d 1188 (Del. Ch. 1999)), new legislation has recently been proposed that would amend Section 141(f) of the General Corporation Law of the State of Delaware (“DGCL“) to clarify that an individual, whether or not then a director, may consent to Board action at a future time (including upon the occurrence of an event) no later than 60 days after the consent is given. If enacted, the proposed amendment would become effective on August 1, 2014 and would allow a soon-to-be-appointed director to consent to a future action of the Board and place the consent in escrow, such consent to become effective upon the closing of a transaction (provided that the closing does not occur more than 60 days after the consent was provided and placed in escrow).

Please see our full blog post to learn the concerns brought about by Halifax and what this may mean for your merger/acquisition transaction.

iZotope Winner of SBANE’s 2014 New England Innovation Awards 05/08/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Events.
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iZotope, Inc.MBBP client iZotope, Inc. has been selected as a winner of  the 2014 New England Innovation Awards, an annual award program put on by the Smaller Business Association of New England’s (SBANE) that recognizes companies that are potential game changers in their specific markets. iZotope is an audio technology company that develops professional audio software for audio recording, mixing, broadcast, sound design, and mastering.

Congratulations iZotope and thank you for allowing MBBP to be a part of your success!

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

iZotope with the MBBP Team

U.S. Court of Appeals Narrows Application of Conflict Minerals Rules 05/01/2014

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

On April 14, 2014, the U.S. Court of Appeals for the D.C. Circuit struck down a portion of the “conflict minerals” rules promulgated by the Securities and Exchange Commission pursuant to the Dodd-Frank Act.  In National Association of Manufacturers v. Securities and Exchange Commission, the court concluded that the provision of the conflict minerals rules that required an issuer to state on its website that its products may incorporate conflict minerals was unconstitutional on free speech grounds.  In a 2-1 decision, the court struck this requirement, while leaving the other conflict minerals reporting obligations in place.

In an effort to combat the ongoing abuses and exploitation in the Democratic Republic of Congo and other African countries, Congress incorporated into the Dodd-Frank Act a provision that the SEC issue regulations requiring certain reporting companies to investigate and disclose the source of any “conflict minerals” such as gold, tantalum and tungsten used in their products.  The goal of the rule is to identify those publicly-traded companies that use conflict minerals in their products and to pressure those companies to find legal sources for those materials.  The final rule promulgated by the SEC required an issuer to undertake a three step process:  i) determine if conflict minerals are used in the issuer’s products, and if so,  ii) undertake a “reasonable country of origin” inquiry to determine the source of those conflict minerals, and if the issuer determines that the conflict minerals may have originated in certain countries,  iii) “exercise due diligence on the source and chain of custody of its conflict minerals.”

Once an issuer determines (or has reason to believe) that the conflict minerals used in its products originated in covered countries, the issuer has an obligation to file a Conflict Minerals Report on Form SD, including a required third-party audit.  In addition, in certain circumstances, issuers were required to post a notice on their website that their products “have not been found to be DRC conflict-free.”  The recent ruling struck down just this last requirement, while leaving much of the remaining framework (including the obligations to investigate sources and file a Form SD) in place.  Issuers should continue to prepare to File Form SD, as it is difficult to predict that any further action will take place prior to the upcoming May 31 deadline.

The SEC has indicated that it is reviewing the ruling.

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

MBBP Attorneys Help Demystify LLCs in MCLE Program 04/29/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events, Legal Developments, Taxation.
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Tax and Business Attorney Diana EspañolaOn May 5th, MBBP Attorneys Diana Española and Chip Wry will sit as faculty for an MCLE In-House ProgramLLCs Demystified“. The program will focus on the fundamentals of LLCs, highlighting business and tax issues frequently presented by such entities. Diana and Chip will help to debate the pros and cons of LLCs and corporations, discuss basic tax and business issues presented by LLCs, identify specific advantages and disadvantages of LLCs, report on common Corporate and Tax Attorney Charles Wry, Jr. mistakes and traps for the unwary in forming and advising LLCs, and provide practical drafting tips.

The MCLE will create an audio CD of the program and will also be rebroadcasting it as a webcast on May 12th.

For more information on LLC formations, operations and exits, please contact Diana Española or Chip Wry.

Risk Containment Strategies for Start-Ups 04/29/2014

Posted by Morse, Barnes-Brown Pendleton in Corporate, Events.
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The road to success for startup companies is rife with potential risks, including contractual liability to customers, strategic partners, and end users; violation of laws; infringement of intellectual property and other proprietary rights; and product liability. On Thursday, May 22nd, learn from a panel of professionals and entrepreneurs how to identify these risks and strategies for containing them at a free event hosted by MBBP and Telamon.

Join us for a lively discussion and then network over a beer at the Venture Cafe.

Visit the event page to learn more or to register.

Radio Entrepreneurs Interviews Shannon Zollo 04/28/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, Legal Developments, Venture Capital & Private Equity.
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Corporate Attorney Shannon Zollo

The Radio Entrepreneurs, a show that provides advice, information and connections for entrepreneurs, service providers and established companies, recently interviewed MBBP Corporate Attorney Shannon Zollo. Shannon was invited to discuss the Exit Planning Exchange (XPX) Boston, a community of trusted advisors to privately-held businesses and their owners who are focused on a successful path to the exit, and its annual Summit on May 2nd. The 2014 XPX Summit‘s theme is on growth and liquidity and helping business owners achieve both. To listen to the full discussion, please click the following link: Radio Entrepreneurs Interviews MBBP Attorney Shannon Zollo

Feel free to contact Shannon with any questions on exit planning or XPX.

Visit XPX Summit 2014 for more information or to register for the event.

Employment Law Clip: Salaried Does Not Necessarily Mean Exempt From Overtime 04/28/2014

Posted by Morse, Barnes-Brown Pendleton in Employment.
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A common misconception is that paying a salary to an employee makes the employee exempt from the overtime requirements of the Fair Labor Standards Act (FLSA). In this video Massachusetts Employment Lawyer Maura E. Malone discusses the process of determining whether your employees are exempt or non-exempt and the risks of failing to properly classify them.

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

“Materiality Scrape” Provisions 04/22/2014

Posted by Morse, Barnes-Brown Pendleton in M&A.
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Corporate Attorney Scott BleierBy: Scott Bleier

A “Materiality scrape” provision reallocates indemnification risk from the buyer to the seller and should be reviewed by sellers and their legal counsel with a critical eye.

Click here to read the full article and learn more about how materiality scrape language and can impact the sale of your business.

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.

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