jump to navigation

MBBP Attorney to Present at Upcoming MCLE Program – Primer on Preparing Massachusetts & Delaware LLC Documents 04/20/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, Events, Legal Developments, Taxation.
Tags: , , , ,
add a comment

Corporate and Tax Attorney Charles Wry, Jr. MBBP Attorney Charles A. Wry, Jr. will be among faculty presenting at MCLE New England’s upcoming program “Primer on Preparing Massachusetts & Delaware LLC Documents” on Tuesday, May 5th from 2:00 pm – 5:00 pm.

The panel will 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, and report on common mistakes and traps for the unwary in forming and advising LLCs—with special emphasis on drafting LLC agreements. Panelists will also discuss single member LLCs, combinations of LLCs with other business entities, “employee equity participation” for LLCs, “piercing the veil” of an LLC, dissolution of LLCs, and the differences between the Delaware and Massachusetts LLC statutes.

To register for this event, please visit MCLE.

For more information regarding this topic, please feel free to contact Charles A. Wry, Jr. directly.

Employment Tip of the Month 04/14/2015

Posted by Morse, Barnes-Brown Pendleton in Employment, Legal Developments, New Resources.
Tags: , , , , ,
add a comment

Last month’s Tip of the Month reminded employers that communicating and maintaining an overtime policy can minimize liability for unauthorized overtime hours. This month, we focus on a second way employers can protect against wage and hour liability: the inclusion of a payroll deductions policy to take advantage of the “safe harbor” protection against liability for misclassification of employees based on the failure to pay employees on a salary basis.

To read our full Tip of the Month, please visit our Massachusetts Employment Law blog.

Team Wine or Team Tequila? Upcoming TUGG 9th Annual Tech Charity Wine and Tequila Party 04/13/2015

Posted by Morse, Barnes-Brown Pendleton in Clean Tech, Events, Industries, Life Sciences, MBBP news, Nonprofit, Public Companies, Telecommunications & Networking, Venture Capital & Private Equity.
Tags: , , , , , ,
add a comment

2015-04-13_8-13-29On Thursday, April 16th, MBBP will be sponsoring the TUGG 9th Annual Wine and Tequila Party. Join 1,500+ of Boston tech’s entrepreneurs, venture capitalists, and philanthropists as we raise $400K+ to support six local nonprofits, while enjoying top-shelf wine and tequila. The non profits at this year’s party will consist of three returning favorites from the TUGG portfolio, and three new and promising ones. Meet and mingle with representatives from these nonprofits and hear their stories during the event. Then cast your votes for your favorite returning and your favorite new nonprofit. The winning non profit will be awarded up to $50,000. 

 

Don’s miss out! Learn more and register for the TUGG 9th Annual Wine and Tequila Party.

MBBP Clients Named 2015 MITX Awards Finalists 04/09/2015

Posted by Morse, Barnes-Brown Pendleton in Clean Tech, Client News, Events, Internet and E-Commerce, Public Companies, Publishing & Media, Telecommunications & Networking.
Tags: , , , , , , , , , , ,
add a comment

2015-04-09_13-16-10On Wednesday, April 8th, the Massachusetts Innovation & Technology Exchange announced the finalists for the 2015 MITX Awards. The MITX Awards is the largest and most prestigious annual awards competition in the country for digital marketing and technology innovation, bringing together 1,200 of the best and brightest minds in the digital media, marketing and technology industry. The awards ceremony will take place on Thursday, May 14th, 2015 at the Marriott Copley.

Among this year’s finalists, are several MBBP clients:

Forge Worldwide
Yottaa
Mullen Advertising, Inc.
LogMeIn
Nanigans
Interactions, Corp.

Congratulations to all! To see the full list of finalists, please visit MITX.

MBBP Attorney to Present Upcoming myLawCLE Program 04/09/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, Events, Legal Developments, Licensing & Strategic Alliances, M&A, MBBP news, Public Companies.
Tags: , ,
add a comment

Corporate Attorney Mark TaralloOn Monday, April 13th, MBBP Attorney Mark Tarallo will be presenting myLawCLE’s “Basic LCCs 101″. The goal of the program is to provide course participants with a basic understanding of limited liability companies.

The course will discuss a wide range of information regarding limited liabilities companies, including:

  • What is an LLC?
  • Comparison of LLCs with other entities-Liability, Taxes, and Other Issues
  • Formation of the LLC
  • When to Use and Avoid the LLC
  • Drafting the Operating Agreement-Key Provisions
  • Ethical Issues in Representing the LLC

Any questions regarding this topic, please feel free to contact Attorney Mark Tarallo directly.

To register for this event, please see the myLawCLE events page.

Tap into the Power of Games With the MIT Enterprise Forum 04/09/2015

Posted by Morse, Barnes-Brown Pendleton in Games & Interactive Entertainment.
Tags: , , ,
add a comment

Today billions of people around the world play games, and not just for fun.  Many people are now playing games to stimulate their minds, improve their health, and change their behavior, as companies beyond those traditionally thought of as game companies incorporate game mechanics and business models into their offerings. On April 13, 2015 The MIT Enterprise Forum of Cambridge will host a half-day conference, The Big Game Theory: Gaming Beyond Gamers. This conference will focus on topics of interest to companies seeking to adopt game elements, including Universal Best Practices, Gaming in Healthcare, Driving Engagement and much more!

MBBP partner Mike Cavaretta is the founder, former chair, and current steering committee member of the MIT Enterprise Forum of Cambridge’s Games and Interactive Entertainment Community Circle, which played a key role in organizing the conference.

The agenda and registration can be found here.

MBBP Clients Named SBANE New England Innovation Awards Finalists 04/07/2015

Posted by Morse, Barnes-Brown Pendleton in Clean Tech, Client News, Events, Industries, Manufacturing, Retail & Service, Nonprofit, Publishing & Media, Telecommunications & Networking.
Tags: , , ,
add a comment

2015-04-07_11-01-36The Smaller Business Association of New England recently announced this year’s Innovation Awards Finalists. MBBP would like to congratulate clients OYO Sports and Comark on advancing to the final stage of this prestigious competition. Innovation is at the heart of economic prosperity and SBANE continues to recognize those companies and organizations that have transformed their innovative ideas into a product or service that delivers proven value to customers. Former winners come from varying fields such as technology, manufacturing, service (both for profit and not for profit), and retail / distribution. Winners and Finalists will be honored at the “Evening of Innovation” Gala Dinner on May 6, 2015 at the Westin Hotel in Waltham, MA.

To learn more about all of the Finalists of the 2015 Innovation Awards via SBANE.

Newest Issue of VC Spotlight Highlights 2013 & 2014 First Institutional Rounds Data 04/02/2015

Posted by Morse, Barnes-Brown Pendleton in Legal Developments, New Resources, Venture Capital & Private Equity.
add a comment

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 2013 & 2014 First Institutional Rounds Deal Terms – as seen below.

2015-04-01_11-26-14

 

Further data analysis, as well as featured articles, can be found in this quarter’s VC Spotlight Newsletter.

NLRB Says It’s Unlawful for Employers to Prohibit Defamatory or Inappropriate Comments by Employees 03/31/2015

Posted by Morse, Barnes-Brown Pendleton in Employment, New Resources, Public Companies.
Tags: , ,
add a comment

2015-01-05_8-57-41On March 18th, the National Labor Relations Board (NLRB) released some valuable guidance on language employers should and should not consider including in their employee handbooks. Given the broad reach of the recent handbook rulings, and the many policies to which these decisions may apply, all employers should review their handbooks and relevant policies for compliance with the NLRA.

Please see this month’s Employment Law Alert to learn more.

Feel free to contact any member of our Employment Law Group with any questions.

Employers Should Maintain and Enforce Overtime Policies to Minimize Potential Liability 03/31/2015

Posted by Morse, Barnes-Brown Pendleton in Client News.
add a comment

Massachusetts and Federal law requires that employers pay overtime to non-exempt employee’s that work more than 40 hours a week. Which means employers can be liable for overtime even if the hours were not authorized.

To minimize the liability employers should establish a policy that requires non-exempt employee to request overtime.

To learn more about this law read our Employment Law Blog.

Infringement v. Homage: Pharrell Williams, et al. v. Bridgeport Music Inc., et. al. 03/30/2015

Posted by Morse, Barnes-Brown Pendleton in Intellectual Property, Legal Developments, Licensing & Strategic Alliances, Publishing & Media.
Tags: , , , , , , , ,
add a comment

By: Callie L. Pioli

Callie L. PioliThe music industry did not get far into 2015 before delivering a blockbuster copyright case. Pharrell Williams’ and Robin Thicke’s 2013 hit Blurred Lines was in fact only 50% their hit, according to a jury verdict in mid-March that found in favor of Marvin Gaye’s children.  As co-owners of his original 1977 hit, Got to Give it Up, Gaye’s children successfully argued that Williams and Thicke had copied numerous aspects of their father’s song and had infringed the copyright in the 1977 hit. The jury accepted the Gaye family’s contention that if Got to Give It Up had been properly licensed, the family would have received royalties of 50% of the $8 million in Blurred Lines revenue. Additionally, Williams and Thicke were forced to surrender $3.4 million of their earned profits from Blurred Lines sales.

Ironically, the lawsuit was commenced by Williams and Thicke themselves, who originally sought a preemptive ruling that Blurred Lines “shared no similarities”[1] with Got to Give It Up after receiving complaints from members of the Gaye family. The Gayes, as defendants, successfully litigated a counter-claim, arguing that the songs were substantially similar and that they were owed $25 million in royalties, profits, and statutory damages. Williams and Thicke lived up to their reputations as performers while on the stand, doing their best to persuade the jury to re-interpret copyright law as excluding the “feel” or “sound”[2] of music, and taking the opportunity to sing to the jury.

While much has been made of the spotlight on Thicke’s admitted drug use in the studio, the blatantly inconsistent statements regarding exactly how much influence Gaye had on Williams and Thicke during the writing process, and the whopping total award of $7.3 million to the Gaye family, the suit also illustrated the importance of both copyright compliance and honoring fiduciary duties. Continue reading…

Any interested “ordinary observers” can listen to a direct comparison of Blurred Lines and Got to Give it Up online.

For more information on copyright law and intellectual property licensing, please contact Callie Pioli or any member of our copyright group.

[1] Complaint for Declaratory Relief at ¶ 1, Pharrell Williams, et al. v. Bridgeport Music Inc., et. al., No. 13-06004 (N.D. Cal. Aug. 15, 2013).

[2] Id. at ¶ 2.

Patients as Customers: Primary Care Practice Taking a Starbucks Approach 03/27/2015

Posted by Morse, Barnes-Brown Pendleton in Client News.
Tags: , , ,
add a comment

IroaMBBP client Iora Health has announced an innovative plan to keep you out of the hospital and still make money. There’s no shortage of personal stories stating the classic case of healthcare complications and costs standing in the way of getting (and staying) healthy. The misalignment of financial incentives is a huge problem for patients, who often can’t get the care they need. Iora thinks it may be able to solve both problems and make money doing so. Its business model is meant to keep patients out of the hospital by improving service while earning a dividend on the expensive care it was able to avoid.

What’s so innovative about this? The plan offers the possibility of mass replication of quality care in a franchise-like style. Few health care innovators now expand beyond their original location, but Iora’s ultimate goal is hundreds of practices across the country, a kind of Starbucks for health care.

Read more, including one patient’s story here.

Help Scout Raises $6M Led by Foundry Group 03/25/2015

Posted by Morse, Barnes-Brown Pendleton in Client News.
Tags: , , ,
add a comment

Help Scout.fwMBBP client Brightwurks (dba Help Scout), a Boston based start-up recently announced that they are ready to evolve.  Help Scout has been providing Web-based help desks to thousands of customers with only $800,000 in funding, which is a small sum for any tech startup.   After closing a $6 million Series A round recently, Help Scout plans to expand its business, including doubling the size of its team, which is already operating from four countries and 11 states.

Read here for more details on this exciting announcement.

MBBP Managing Partner Lisa Warren Panelist at MassBio Annual Meeting 03/20/2015

Posted by Morse, Barnes-Brown Pendleton in Life Sciences, MBBP news.
Tags: , , ,
add a comment

M0164549On Thursday, March 26th MBBP Managing Partner Lisa Warren will sit as part of a panel at The MassBio Annual Meeting.  The discussion will be on the topic of Externalizing Pharma R&D.

The MassBio Annual Meeting is a two day event that focuses on the most timely and critical challenges facing the Massachusetts biotechnology industry. As MassBio’s largest event, drawing close to 400 industry leaders, the meeting program is compiled by a Steering Committee and includes keynote presentations, plenary discussions, two panel tracks (Better Business and Trends in Science), and extensive networking opportunities.

For more information contact MassBio.

Tax Alert: Massachusetts 2015 Limited Tax Amnesty Program 03/20/2015

Posted by Morse, Barnes-Brown Pendleton in Client News, Taxation.
Tags: , , ,
add a comment

Tax Attorney Robert FinkelTaxpayers who have received a Tax Amnesty Notice from the Massachusetts Department of Revenue (DOR) may be eligible to participate in a 60-day Amnesty Program. Under the Amnesty Program, the DOR will waive certain penalties (and penalty interest) if an “eligible” taxpayer makes full payment of all tax and interest due for the taxes and tax periods listed on the Tax Amnesty Notice.

In addition to paying tax and interest in full, participants must agree to waive both the possibility of receiving any refund Tax Attorney Diana Espanolaand also the possibility of contesting liability for amounts paid pursuant to the Amnesty Program.

The Amnesty Program ends on May 15, 2015.

Read our full Tax Alert to learn more about the Amnesty Program. To learn how our Tax team can assist you, please contact Robert Finkel or Diana Española.

MBBP Attorneys Invited to Speak at Upcoming swissnex Boston Seminar 03/13/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events, New Resources.
Tags:
add a comment

2015-03-12_14-28-53Next Wednesday, March 18th MBBP Attorneys Scott Bleier, Stan Chalvire, Grant Godfrey, Maura Malone and Callie L. Pioli will present to Swiss MBA students at  swissnex Boston, the consulate of Switzerland. The presentation will discuss legal perspectives on conducting business in the U.S., with focus on topics such as corporate, intellectual property, employment and immigration law.

For more information regarding this seminar, please feel free to contact Grant Godfrey directly.

MBBP Client OtoSense Earns Top Award at GSMA Global Mobile Awards 03/12/2015

Posted by Morse, Barnes-Brown Pendleton in Clean Tech, Client News, Computer Software & Hardware, Intellectual Property, Manufacturing, Retail & Service, New Resources, Public Companies.
Tags: , , , , , , ,
add a comment

2015-03-12_9-40-31MBBP client OtoSense, a Cambridge-based start-up, has recently been recognized for its sound recognition technology. The company has developed an app that enables hearing impaired end users to select various traditional sounds such as bells, alarms, timers, etc. that occur within an everyday environment and then identify such sounds as they occur and alert the end user via non-acoustic means such as flashes, vibrations or text messages. Selected out of more than 800 entries and judged by a panel of international experts, the start-up won the “Best Mobile App of the Year” Global Mobile Award, in the category of Accessibility & Inclusion, at the 20th annual GSMA Global Mobile Awards.

Well done, OtoSense!

You can view a full list of 2015 Global Mobile Award winners here.

MBBP Climbs 3 Spots on BBJ List of Largest Law Firms 03/12/2015

Posted by Morse, Barnes-Brown Pendleton in MBBP news, New Resources.
Tags: , , ,
add a comment

2015-03-09_12-59-02Every year, the Boston Business Journal releases the Book of Lists which contains lists of top companies on a variety of different industries such as accounting firms, mutual funds and family owned businesses. In February, the Boston Business Journal published the most recent edition, and MBBP is pleased to be ranked #48 on the list of The Largest Law Firms in Massachusetts.

For more information on the firm or to learn how we can help you with your legal needs, please visit our website.

The full list of The Largest Law Firms in Massachusetts is available to subscribers via the Boston Business Journal’s digital edition here.

United States Completes Hague Agreement Deposit For Industrial Designs   03/10/2015

Posted by Morse, Barnes-Brown Pendleton in Intellectual Property, Legal Developments, New Resources, Public Companies.
Tags: , ,
add a comment

chalvireBy: Stan Chalvire 

Currently, design patent applicants that wish to pursue international protection for their industrial designs must file a design patent application in each country, and such applications must generally be filed within six months of the date of the earliest filed design patent application.  That is about to change with the United States having recently deposited its instrument of ratification to the Geneva Act of the Hague Agreement Concerning the International Registration of Industrial Designs (the “Hague Agreement”), marking the final step in the process of the United States becoming a member of the Hague Union.  The Hague Agreement establishes an international registration system which facilitates the protection of industrial designs in member countries by way of a single international design patent application that can be filed either directly with the International Bureau of the World Intellectual Property Organization (WIPO) or indirectly though the applicant’s member country.

When the Hague Agreement enters into effect for the United States on May 13, 2015, applicants will have the opportunity to register up to 100 industrial designs in over 64 territories with the filing of a single standardized international design patent application, thus providing applicants the opportunity for increased filing efficiencies and potential costs savings as they pursue international protecting of their industrial designs.

 

Additional information on this topic can be found on our blog, or feel free contact Stan Chalvire directly.

An Overview of Rule 10b5-1 Trading Plans 03/05/2015

Posted by Morse, Barnes-Brown Pendleton in New Resources, Public Companies.
Tags: , ,
add a comment

By: Joe Marrow

Corporate Attorney Joseph MarrowOfficers, directors and other insiders (“Company Insiders”) of publicly-traded companies use Rule 10b5-1 Trading Plans (a “10b5-1 Plan”) to buy and sell company stock at predetermined times so that such trading activity may occur regardless of whether the Company Insider is privy to material nonpublic information at the time of the trade.  The SEC introduced 10b5-1 Plans in 2000 to permit Company Insiders to adopt a written trading plan to buy and sell company stock.  A 10b5-1 Plan is generally structured as a contract between a Company Insider and his or her broker.  The Company Insider must adopt the 10b5-1 Plan at a time when the Company Insider is not in possession of material non-public information.  A 10b5-1 Plan must meet several requirements:

  • It must be adopted when the Company Insider is not in possession of material non-public information;
  • It must specify the amount of shares to be traded, the price at which the shares are to be traded (which can include a range of prices and a limit price) and specific dates of the trades, or alternatively, it can provide a formula for determining the amount, price and dates; and
  • It must delegate to the broker the sole right to exercise control over the trading activity as long as the broker does not have knowledge of material non-public information at the time of the trade.

If the 10b5-1 Plan has been properly adopted, it provides the Company Insider with an affirmative defense to illegal insider trading and a means for discretionary selling.  Not all public companies allow 10b5-1 Plans; however, many public companies consider such plans an effective method of dealing with concerns raised by the public regarding trading by Company Insiders.  In considering whether to allow the adoption of such plans, companies should consider the following best practices that have developed surrounding 10b5-1 Plans:

  1. After adoption of the 10b5-1 Plan, but prior to allowing trading, the 10b5-1 Plan should establish a waiting period (30 to 90 days) before trading activity may commence;
  1. A public company should establish a policy only permitting adoption of a 10b5-1 Plan when a Company Insider is not aware of material nonpublic information (i.e., an open window);
  1. A public company should consider a minimum duration pursuant to which a 10b5-1 Plan must be kept in place (six months to two years to avoid market timing and to avoid risk to the Company Insider) or otherwise require preapproval of a cancellation of such 10b5-1 Plan (or require that such 10b5-1 Plan be terminated during an open trading window) to avoid allegations of bad faith;
  1. A public company should carefully consider whether to publicly announce the establishment of a 10b5-1 Plan – the markets will become aware of it in connection with ordinary course Section 16 filings so there may be a public relations benefit to announcing the 10b5-1 Plan at the time of its adoption; and
  1. A public company should consider implementing general oversight of 10b5-1 Plans by company counsel or a compliance officer.

Well constructed 10b5-1 Plans and corporate policies surrounding such plans can be effective tools to avoid and combat insider trading claims.  Careful consideration should be given prior to permitting the use of 10b5-1 Plans and in implementing corporate governance policies related to such plans.

Any questions regarding this topic, please feel free to contact Joe Marrow.

Follow

Get every new post delivered to your Inbox.

Join 61 other followers

%d bloggers like this: