jump to navigation

Shannon Zollo Comments on Proposed Aetna-CVS Deal in The National Law Journal Article 12/06/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Life Sciences, Corporate, M&A.
Tags: , , , , , ,
add a comment

M0846567Corporate partner Shannon Zollo commented on the legal scrutiny facing CVS Health and Aetna’s planned merger in The National Law Journal’s article “Lawyers Say Fed. Regulators Likely Will Closely Scrutinize Aetna-CVS Deal.” In regards to the proposed merger, which would be a large consolidation within the healthcare industry, Shannon notes that:

 

It’s logical to anticipate [close scrutiny] based on the size and importance of the industry as it relates to the U.S. economy and well-being,” and that the effect the transaction has on competition “is informed by a number of factors, including how many players are left in the field after the deal is completed; the effect on existing customer and vendor relationships and the massive amount of integration required to consummate the deal.”

For additional insight from Shannon and information about the deal, read the full article.

Venture Capital Firms Defend Significant Appraisal Award on Appeal 12/04/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Financial Services, Venture Capital & Private Equity.
add a comment

M0846500By: Scott Bleier

Originally published in the ABA’s Business Law Today.

In October, the Delaware Supreme Court heard oral arguments in an appeal from the Court of Chancery’s 2016 appraisal decision which awarded Polaris Venture Partners and Ad-Venture Capital Partners more than a 2.5x increase (plus interest) over the price per share paid to stockholders in connection with a 2013 cash-out merger of minority stockholders of ISN Software Corp. (ISN), a venture-backed company. Following the 2013 merger, both Polaris and Ad-Venture sought appraisal of their ISN shares pursuant to Section 262 of the Delaware General Corporation Law. At trial, Polaris Venture’s expert opined that the fair value of a share of ISN stock was greater than eight times that implied by the valuation provided by ISN’s expert, although all experts relied to some extent on the guideline public company analysis (valuing ISN based on trading multiples derived from publicly traded companies that were similar to ISN) in valuing ISN.

In its opinion, the Delaware Court of Chancery determined to rely exclusively on the discounted cash flow (DCF) method in appraising the statutory “fair value” of ISN shares at $98,783 per share, a 257% increase to the $38,317 per-share merger consideration, finding several other valuation methods to be unreliable given that ISN was privately held and had not reached a “steady state of growth.” The case illustrates the unpredictable nature of valuations of venture-backed companies and suggests that a DCF valuation may be the Delaware Court of Chancery’s preferred methodology in an appraisal of an early-stage growth company.

For more information, please contact Scott Bleier.

Issuance of Founders’ Equity: What’s the Right Slice of Pie? – MBBP Venture Capital Event, December 7 11/27/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Events, Venture Capital & Private Equity.
Tags: , , , , , ,
add a comment

JMH Headshot Photo 2015 (M0846571xB1386)Our venture capital event, Issuance of Founders’ Equity: What’s the Right Slice of Pie?, will be held on Thursday, December 7 from 4:30-6pm at the Cambridge Innovation Center (CIC). Moderated by corporate attorney John Hession, the panel will discuss the unique challenges and issues surrounding the allocation of equity for early-stage companies. The panel includes:

Abi Barrow, DirectorUniversity of Massachusetts, Office of Technology Commercialization and Ventures (OTCV)@AbiBarrow
Carsten Boers
, Managing Partner, Rhapsody Venture Partners
Greg ErmanPresident & CEOEmpiraMed

Space is limited!  View our event page for more information and to register for the event.

Joseph Hunt Joins MBBP as Corporate & Tax Associate 11/14/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Computer Software & Hardware, Corporate, Life Sciences, MBBP news, Taxation, Venture Capital & Private Equity.
Tags: , , , ,
add a comment

JEH Headshot Photo 2017 (M1147148xB1386)We are pleased to announce the addition of corporate and tax associate, Joseph E. Hunt IV.

Joe advises emerging and middle-market companies in a wide range of industries and at all stages of their development.

Joe also provides counsel to clients on general tax matters, entity formation, and on corporate governance. Prior to joining MBBP, he worked in the Mergers & Acquisitions Transaction Services of a Big Four advisory firm. He focused on advising private equity and multinational corporate clients throughout the M&A life cycle in both buy-side and sell-side transactions, maintaining an emphasis on software, life sciences, and technology industries.

For more information, read the full announcement.  We invite you to contact Joe directly.

Copyright Alert: Deadline for DMCA Registered Agents to Submit New Designation Electronically is Quickly Approaching 11/13/2017

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

ip-news-jpeg-m0118331xb1386If you are a service provider that designated an agent with the Copyright Office prior to December 1, 2016, you must submit a new designation electronically using the online registration system by December 31, 2017Any designation not made through the online registration system will expire and become invalid after December 31, 2017.

We’ve posted a recap in this month’s IP News: Copyright Alert.

Privy Announces Two Major Company Milestones 11/03/2017

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

Privy Logo (M1132361xB1386)MBBP client Privy announced two milestones for the company. First, with assistance from MBBP, Privy closed over $2 million in new funding from angels, Accomplice, and Kiwi Ventures. Second, Privy now serves over 200,000 small and medium ecommerce businesses in over 180 countries.

Privy is a marketing platform that empowers marketers to build more customer relationships, faster. It aims to “enable new business owners with no technical skills, as well as more established marketers, to run effective campaigns that have an instantaneous impact on their stores.”

Congratulations to Privy on these achievements. Read more in the full announcement.

MBBP Patent Practice Marks 10th Anniversary 11/02/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Intellectual Property, MBBP news.
Tags: , , ,
add a comment

paTENtTen years ago, after a lengthy period of intense discussion, MBBP executed on a long-held strategic goal and launched a patent practice. The partners believed an expansion of the existing IP practice to include patent would constitute natural growth and be an integral part of the Firm’s continued success. MBBP’s vision of a nimble, cost-effective, genuinely efficient patent practice has been realized and become a mainstay of the Firm. It is for these and so many other reasons that MBBP proudly celebrates a truly outstanding team of dedicated, proficient professionals and our Patent Practice’s 10th Anniversary.

Read the full announcement and be sure to check out our Meet the Team page!

Shannon Zollo Comments on Uber’s Due Diligence Process in Otto Acquisition 11/01/2017

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

M0846567In Corporate Counsel’s “Should Uber’s Salle Yoo Have Taken Earlier Look At Critical Due Diligence Report,” corporate partner Shannon Zollo comments on Salle Yoo’s, the chief legal officer at Uber, potential involvement in the due diligence process during Uber’s acquisition of Otto. The issue is at question in Uber’s ongoing court battle with Waymo, where Uber claims that Yoo did not see the due diligence report until a year after the acquisition was announced. Shannon remarks that Yoo may have “relied extensively on the internal team.” He also poses the question:

Independent of this situation, does it make strategic sense at times for people in positions of authority to not be exposed to potentially damaging information?”

For Shannon’s answer to that question and to read more about the case, read the full Corporate Counsel article.

Happy Halloween! Client Alert: 4 SCARY Facts about the New European Union General Data Protection Regulation 10/31/2017

Posted by Morse Barnes-Brown Pendleton in Intellectual Property, Privacy and Data Security.
Tags: , , , ,
add a comment

client alert skinnyThis Halloween, in the privacy and data security world, it is not the ghost or goblin that should frighten your business – but rather, the looming May 25, 2018 deadline for compliance with the new European Union General Data Protection Regulation (GDPR).  In honor of Halloween, MBBP’s privacy and data security team shares 4 SCARY facts about the GDPR.

To learn about the 4 facts, read the full alert.

MBBP Clients Included in Commonwealth Institute/Boston Globe Magazine Top 100 Women-Led Businesses 10/27/2017

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

The 2017 Annual Top 100 Women-Led Businesses in Massachusetts list, released by The Commonwealth Institute and The Boston Globe Magazine, includes MBBP clients Audley Travel, Harvard University, and Jewish Family & Children’s Service. The list names the most noteworthy companies and nonprofits run by women, and is created from revenue, workplace and management diversity, innovative projects, and other data.

This is the fifth year The Commonwealth Institute and The Boston Globe Magazine have created the list together, and the 16th year The Commonwealth Institute, a non-profit organization devoted to advancing businesswomen in leadership positions, has created the list.

Congratulations to our clients on this recognition.

Six MBBP Attorneys Selected for 2017 Super Lawyers / Rising Stars List 10/17/2017

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

Super Lawyers, “a rating service of outstanding lawyers from more than 70 practice areas who have attained a high degree of peer recognition and professional achievement,” has named their selections for Super Lawyers and Rising Stars of 2017. The selection process involves peer nominations, independent research and peer evaluations. MBBP announces attorneys Peter Barnes-Brown, Scott ConnollyJohn Hession, Joe Marrow, and John Tumilty have been chosen to this year’s Super Lawyer listErin Bryan was named to the Rising Stars list.

Congratulations to our 2017 Honorees!

Amanda Schreyer Speaking on Social Influencers Panel for the Copyright Society of the USA 10/12/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Events, Intellectual Property, Internet and E-Commerce.
Tags: , , , ,
add a comment

AES Headshot Photo 2017 (M1117143xB1386)Curious about who social influencers are and how they develop their careers and business relationships with brands and services? Don’t miss MBBP intellectual property attorney Amanda Schreyer on the Copyright Society of the USA’s panel “Social Influencers: Copyright, Publicity and Social Media Contracting.” Amanda, along with Maria Guerra of Influence Central, will speak about the relationship between social influencers and intellectual property and internet law. The panel will be held on October 30, 5:30-7pm at Northeastern University School of Law.

More information and registration details can be found on the Copyright Society’s event page.

Behind the Curtain: An inside look into the operations of VC firms – MBBP Venture Capital Event, November 7 10/11/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Events, Financial Services, MBBP news, Venture Capital & Private Equity.
Tags: , , , , ,
add a comment

MRJ Headshot Photo 2017 (M1047116xB1386)Our venture capital event, Behind the Curtain: an inside look into the operations of VC firms, will be held on Tuesday, November 7 from 4:30-6pm at the Cambridge Innovation Center (CIC). Moderated by corporate attorney Mike Jabbawy, the panel will explore how the internal realities of a venture capital firm might have an impact on a technology company looking to build a business based on a venture capital finance strategy. The panel includes:

Dana Callow, Managing General Partner, Boston Millennia Partners
Frank Castellucci, General Counsel & Partner, Accomplice
Juan Luis Leung-Li, Partner, Tectonic Ventures

Space is limited!  View our event page for more information and to register for the event.

American Cancer Society Awards David Sabatini of Whitehead Institute with Five-Year Renewable Research Professorship 10/03/2017

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

whitehead-institute-client-logo-sm-m0055040xb1386

David Sabatini, MD, PhD, of MBBP client Whitehead Institute for Biomedical Research, was awarded the prestigious five-year renewable American Cancer Society Research Professorship. The award is part of a larger approval of funding for 78 research and training grants totaling $39,836,250.

According to the press release, Sabatini “looks to maximize the precise targeting of cancer drugs into the relevant tissues by exploiting the specificity of transport proteins embedded in lipid membranes on the surface and within cells. If successful, this approach could address a major challenge in drug delivery and could lead to safer and more effective cancer therapies.”

Congratulations to Mr. Sabatini. More information can be found in the press release.

Attack of the Indirect Investor, Again 09/28/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Financial Services, Private Investment Funds & Advisers.
Tags: , , , , , ,
add a comment

JHW Headshot Photo 2016 (M0990045xB1386)A Texas-based retirement fund that does not own any Uber securities sued Uber and its former chief executive officer Travis Kalanick for making misleading statements to investors. The retirement fund claims that it was harmed when the value of its indirect investment in Uber fell after investors learned that Uber was “operating a business far different than what investors had been led to believe.” In the follow-up article to his previously published piece, Attack of the Indirect Investor, private funds attorney Josh Watson outlines yet another case involving a lawsuit by indirect investors, and the consequences for investment managers.

Read Attack of the Indirect Investor, Again. For more information, please contact Josh Watson or a member of our PIFA practice.

SEC Targets Broken Deal Expenses, Again 09/26/2017

Posted by Morse Barnes-Brown Pendleton in Financial Services, Private Investment Funds & Advisers, Venture Capital & Private Equity.
Tags: , , , , ,
add a comment

JHW Headshot Photo 2016 (M0990045xB1386)By: Josh Watson

Private equity firm Platinum Equity Advisors, LLC (Platinum) improperly charged broken deal expenses to three of its private equity fund clients, according to a settlement with the Securities and Exchange Commission on September 21, 2017. The settlement requires Platinum to reimburse its clients for $1.7 million of improper charges and pay a $1.5 million civil penalty.

Platinum advises private equity funds Platinum Equity Capital Partners L.P., Platinum Equity Capital Partners II, L.P., and Platinum Equity Capital Partners III, L.P. These are multi-investor, multi-investment private equity funds that have capital commitments of $700 million, $2.75 billion, and $3.75 billion, respectively. Platinum also forms and advises co-investment vehicles that invest alongside the firm’s private equity funds.

Platinum disclosed to investors that its private equity funds would be responsible for bearing their own broken-deal and other expenses, including “[a]ll out-of-pocket fees, costs, and expenses, if any, incurred in developing, negotiating, and structuring prospective [p]ortfolio [i]nvestments that are not ultimately made.” Platinum also disclosed to investors that it would establish co-investment vehicles that invest alongside its private equity funds.

Platinum’s disclosure of broken deal fees was inadequate, according to the SEC, because Platinum failed to disclose the fact that its private equity funds would bear 100% of all broken deal expenses and that Platinum’s co-investors, who benefit from Platinum’s sourcing of private equity transactions, would bear none of these expenses.

In finding that Platinum’s disclosures were inadequate, the SEC focused on specific statements in the funds’ partnership agreements and private placement memoranda. Each fund’s partnership agreement stated that the fund would be responsible for expenses “of the [p]artnership.” Each fund’s private placement memorandum stated that the fund would pay all expenses “related to its own operations.” The SEC apparently interpreted the references to expenses “of a [p]artnership” and a partnership’s “own expenses” to mean the partnership’s proportionate share of such expenses.

By allocating all broken deal expenses to its private equity funds without adequately disclosing this practice to prospective investors, Platinum violated Section 206(2) of the Advisers Act, which prohibits an investment adviser from engaging in any transaction, practice, or course of business which operates as a fraud or deceit upon any client or prospective client.

The SEC’s settlement with Platinum does not break new ground. The SEC previously alerted the investment community to its concerns about how firms allocate broken deal expenses in its 2015 enforcement action against Kohlberg Kravis Roberts & Co. The takeaway for managers is that proper advance disclosure is required when a firm client is required to bear a disproportionate amount of expenses related to deals that are never actually consummated.

Read more about the settlement:

https://www.sec.gov/litigation/admin/2017/ia-4772-s.pdf

https://www.sec.gov/litigation/admin/2017/ia-4772.pdf

Amanda Schreyer Named Co-Chair of New England Copyright Society Chapter 09/25/2017

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

AES Headshot Photo 2017 (M1117143xB1386)MBBP counsel, Amanda Schreyer, has been named co-chair of the New England chapter of the Copyright Society of the U.S.A. The Copyright Society is a non-profit organization aimed toward copyright law awareness and education. Its mission is to “foster interest in and advance the study and understanding of copyright law in literature, music, art, theater, motion picture, television, computer software, architecture, and other works of authorship, and their distribution through both traditional and new media.”

The Copyright Society’s members include attorneys and professionals from leading IP firms and media and entertainment industries, as well as others.

Learn more about the Copyright Society.

OCIE Issues Risk Alert on Misleading Advertising Practices 09/22/2017

Posted by Morse Barnes-Brown Pendleton in Financial Services, Private Investment Funds & Advisers.
Tags: , , ,
add a comment

JHW Headshot Photo 2016 (M0990045xB1386)By: Josh Watson

The SEC’s Office of Compliance Inspections and Examinations (OCIE) issued a risk alert on September 14, 2017 identifying misleading advertising practices that examiners have found during examinations of registered investment advisers.

The misleading practices identified in the alert are those that are widely-known to be misleading. For example: (1) Presenting performance results on a gross basis, rather than a net-to-investor basis; (2) Presenting profitable investments without disclosing unprofitable investments made during the same time period; and (3) Presenting hypothetical and back-tested performance results without disclosing other information that an investor would need to evaluate the relevance of the results.

The fact that OCIE issued a risk alert on this topic suggests that OCIE may be seeing an uptick in misleading advertising practices. Having now been warned, advisers should evaluate whether their advertising practices comply with regulatory and fiduciary requirements, and whether they have adequate procedures in place to ensure continued compliance with these requirements.

For more information, read the full alert.

Attack of the Indirect Investor 09/21/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Financial Services, Private Investment Funds & Advisers.
Tags: , , , , ,
add a comment

JHW Headshot Photo 2016 (M0990045xB1386)A company’s indirect investors may sue the company and its principals for fraud, according to a recent federal court ruling in Robert Colman et al. v. Theranos Inc. et al. Private funds attorney Josh Watson discusses the case in his article “Attack of the Indirect Investor.” He explains that investment managers who syndicate investment opportunities through single purpose vehicles (SPVs) should be concerned about the ruling because it undermines their control over potential disputes with portfolio companies and their relationships with portfolio company management.

Read the full article on our website. For more information, please contact Josh Watson or a member of our PIFA practice.

John Hession Speaking on Panel at AUTM 2017 Eastern Region Meeting 09/19/2017

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

JMH Headshot Photo 2015 (M0846571xB1386)At the Association of University Technology Managers (AUTM) Eastern Region Meeting, corporate attorney John Hession will participate on the panel “Title Founders and Initial Equity Distribution for Startups.” The panel will explore equity distribution among founders, universities, management, and employees during new company formation, and the impact of this distribution on the company’s success. The panel will include the following participants:

Moderator:
William Rosenberg, Startup Consultant

Speakers:
Irene Abrams, Boston Children’s Hospital
Abigail Barrow, Massachusetts Technology Transfer Center

Additional information can be found on the AUTM 2017 Eastern Region Meeting event page.

%d bloggers like this: