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MBBP Welcomes New Attorneys to the Team 12/08/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, MBBP news.
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Morse, Barnes-Brown, and Pendleton has welcomed three new attorneys: Joshua H. Watson, William R. Schmidt II, and Kelly L. Hinkel.

Josh and Kelly have become members of the Corporate Practice group, while Bill has joined the Patent Practice group. Josh is an experienced private funds attorney and has joined the Corporate Practice group’s Private Investment Funds & Advisers (PIFA) team. Bill is a registered patent attorney whose practice focuses on patent prosecution, opinions, and related counseling. Kelly’s practice includes advising companies on financings, corporate governance, and entity formation.

Details can be found in the formal announcement.

MBBP and Attorneys Earn “Best Law Firms” and “Best Lawyers” Rankings 11/30/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, MBBP news, Taxation, Venture Capital & Private Equity.
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Morse, Barnes-Brown & Pendleton PC is pleased to announce it
has JMH Headshot Photo 2015 (M0846571xB1386)received nationaM0846558l and regional rankings in the U.S. News & World Report / Best Lawyers® “Best Law Firms” listi
ng for 2017. To be eligible, firms must have attorneys who are listed in the current edition of the Best Lawyers in America.

MBBP has received national rankings in three practice areas — Tax Law (Tier 2), Tax Litigation (Tier 2), and Venture Capital Law (Tier 3) — and Boston metropolitan rankings in three areas — Tax Law (Tier 1), Tax Litigation (Tier 1) and Venture Capital Law (Tier 3).

Additionally, venture capital attorney John Hession was selected for inclusion in the Best Lawyers in America® in Venture Capital Law, for its 2017 edition, and tax attorney Robert Finkel was selected for inclusion in the Best Lawyers in America® in the areas of Tax Law and Tax Litigation and Controversy for the 2017 edition.

MBBP is proud of our impressive Tax and Corporate departments and of the Firm’s recognition.

NYSE’s Corporate Board Member Online Magazine Brings in MBBP’s Carl Barnes for Insights on D&O Liability 11/17/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, Financial Services, Litigation, M&A.
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CFB Headshot Photo 2015 (M0846497xB1386)NYSE‘s publication, Corporate Board Member, has recently published an article, “Sidestepping D&O Liability”. This piece brings to light the year 2015 as a record-breaking one for securities litigation against directors and officers, and how this trend is continuing into 2016. The level of whistleblower activity has significantly increased, as exemplified by the astonishing 119 filings of new federal class-action securities cases, and complementing this increase is the substantial decrease in the settlement sizes of these suits.

MBBP’s Carl Barnes, who specializes in director and officer liability, was asked to discuss precautions and to offer his counsel on this subject. Throughout the article, Carl is often cited offering advice on the various types of director liability and the methods in which to avoid litigation. Carl explains that directors are under fierce scrutiny in order to ascertain whether or not they have satisfied their duty of care, as this is the item that drives litigation. In order to minimize, or even avoid, liability altogether, Carl advises that directors be “actively involved, ask questions, and demand answers.” In a post-Enron world, directors need to be vigilant in order to avoid being liable, and the counsel that Carl offers may help directors and officers dismiss litigation quickly and perhaps even avoid it entirely. For more information, check out the full article.

MBBP’s Shannon Zollo Quoted in Reuters Article Regarding Loan Volume Boost and Election Outcome 11/10/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, M&A, Venture Capital & Private Equity.
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Reuters quoted MBBP’s Shannon Zollo in an article regarding the financial industM0846567ry’s propensity for a Hillary Clinton presidency. Zollo expressed that the “devil you know” is the more predictable, and therefore safer, outcome because in an election as turbulent and polarizing as this one, the impact could eventually destabilize potential future deals. Before the election, various companies were receiving acquisition loans as they were expecting the market to be stable with a Clinton victory.

Shannon is a corporate partner whose practice specializes in private equity, venture capital, M&A transactions, and corporate governance. For more information, please contact Shannon Zollo.

Privacy & Data Security Video: Understanding the Children’s Online Privacy Protection Act (COPPA) 10/24/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Privacy and Data Security.
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In our seventh Privacy & Data Security video clip, MBBP attorney Faith Kasparian discusses key points concerning the scope of the Children’s Online Privacy Protection Act (COPPA), and why it is critical that businesses comply with the act.

Make sure to subscribe to our YouTube channel and to check out our Privacy & Data Security playlist for related videos.

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Privacy & Data Security Video: Data Breach Response Requirements 10/17/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Privacy and Data Security.
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In our sixth Privacy & Data Security video clip, MBBP attorney Sandy Kahn discusses the steps the law requires you to take if your company experiences a data breach.

Make sure to subscribe to our YouTube channel and to check out our Privacy & Data Security playlist for related videos.

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Privacy & Data Security Video: Privacy and Data Security in the Cloud 10/11/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Computer Software & Hardware, Intellectual Property, Privacy and Data Security.
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In our fifth Privacy & Data Security video clip, MBBP attorney Howard Zaharoff identifies the legal and practical measures that both cloud providers and cloud customers should take, including the critical terms each should require in their contracts.

Make sure to subscribe to our YouTube channel and to check out our Privacy & Data Security playlist for related videos.

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Privacy & Data Security Video: The Importance of Developing an Accurate Privacy Policy 10/04/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Privacy and Data Security.
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In our fourth Privacy & Data Security video clip, MBBP attorney Faith Kasparian discusses how having an inaccurate privacy policy may expose your business to liability for unfair and deceptive trade practices.

Make sure to subscribe to our YouTube channel and to check out our Privacy & Data Security playlist for related videos.

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MBBP Partner Scott Bleier Featured in “Legal Outlook Q&A” Interview with LinkSquares 09/28/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, M&A, Venture Capital & Private Equity.
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Firm corporate partner Scott Bleier was recently interviewed by LinkSquares, Inc., regarding his vast knowledge and experience as a “veteran startup lawyer”. M0846500 Scott discussed various topics relating to startups, including the largest legal issues for early stage companies, the role of outside counsel for tech companies, and the biggest challenges surrounding customer agreements and contracts.

Read the full interview for more information.

Privacy & Data Security Video: Written Information Security Programs (WISPs) Under Massachusetts Law 09/26/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Privacy and Data Security.
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In our third Privacy & Data Security video clip, MBBP Attorney Sandra Kahn discusses the importance of a company’s Written Information Security Program (WISP).  Specifically, Sandy explains the data security regulations that require every company that owns or licenses personal information about Massachusetts residents to develop, implement, and maintain a WISP.

Make sure to subscribe to our YouTube channel and to check out our Privacy & Data Security playlist for related videos.

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Privacy & Data Security Video: Privacy in M&A Transactions 09/19/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Intellectual Property, Privacy and Data Security.
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In our second Privacy & Data Security video clip, MBBP Attorney Faith Kasparian discusses key privacy and data security issues that companies must consider when participating in an acquisition.

Make sure to subscribe to our YouTube channel and to check out our Privacy & Data Security playlist for related videos.

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Watch Attorney Howard Zaharoff in New “High-Level Overview of U.S. Privacy/Data Security Landscape” Video 09/12/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Intellectual Property, Privacy and Data Security.
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For the next several weeks we will be releasing a series of eight videos of our attorneys discussing key privacy and data security considerations.  In our first video, Howard Zaharoff discuss the privacy and data security landscape, and provides an overview of the complex patchwork of state and federal laws governing privacy and data security in the United States.

You won’t want to miss our second video about Privacy in M&A Transactions! Stay tuned and subscribe to our YouTube channel to ensure that you don’t miss any posted videos!

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Jonathan Gworek Concludes Tenure as Chair of Private Equity and Venture Capital Committee at ABA Business Law Annual Meeting 09/06/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, Events, M&A, Venture Capital & Private Equity.
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This year’s ABA Business Law Section Meeting will mark the end of Corporate Partner Jon Gworek’s position as Chair of the Private Equity and Venture Capital Committee.  Jon was appointed as chair of the committee in 2013 during the annual meeting, and in the role has been integral in planning the committees activities and meetings.  M0846570

During this year’s meeting in Boston, Jon will act as moderator for various meetings, while the Private Equity and Venture Capital Committee will present two panels: “Valid Corporate Action: Avoiding Failures in Authorization and Ratifying Defective Corporate Acts” and “Venture Backed M&A: Special Considerations”.

The Private Equity and Venture Capital Committee will feature a number of distinguished speakers, including Vice Chancellor Glasscock of the Delaware Court of Chancery, Bruce Patton of Vantage Partners, co-author of Getting to YES: Negotiating Agreement Without Giving In and Distinguished Fellow and co-founder of the Harvard Negotiation Project, and prominent corporate venture capitalists, Carl Stjernfeldt from Shell Technology Ventures, and Frank Andrasco from Siemens Venture Capital.

Jon has thoroughly enjoyed leading the Private Equity and Venture Capital Committee over the past three years, and is looking forward to remaining actively involved in the Business Law Section of the ABA.

To read more about MBBP’s involvement with the Annual Meeting, read the latest posts on our M&A Today blog.

Scott Bleier Participating In This Year’s ABA Business Law Annual Meeting 09/01/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, Events, Venture Capital & Private Equity.
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M0846500MBBP Corporate Partner Scott Bleier will participate in two separate sessions during this year’s ABA Business Law Annual Meeting in Boston.  Scott will be discussing the recent Sun Capital Partners III v. New England Teamsters & Trucking Industry Pension Fund (D. Mass. March 28, 2016) court case at the Private Equity and Venture Capital Jurisprudence meeting on Friday, September 9th.  Additionally, later that day he will be leading a presentation of the Venture Capital Transactional Documents and Issues Subcommittee regarding various alternative approaches to financing start-up companies, including SAFEs and KISSs.

The annual meeting will include dozens of panels with varying topics and networking opportunities. Read all about the conference and MBBP’s involvement on our M&A Today blog.

Panel 3 of Life Sciences Series To Be Held On September 22nd! 08/31/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, Events, Financial Services, MBBP news.
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JMH Headshot Photo 2015 (M0846571xB1386)On Thursday, September 22nd, MBBP will host the third panel of our Life Sciences Series, “Funding Models in Biotech“.  The panel will be held at the Cambridge Innovation Center (CIC) from 4:30pm – 6:00pm.

The panel will discuss today’s financing environment for emerging biotech companies, and the many complexities facing these companies in their attempts to find investors.
Corporate Partner John Hession will moderate the panel, which includes the following experts:

Josh Hamermesh, Vice President, Locust Walk

Steve Gullans, Managing Director, Excel Venture Management

Dana Callow, Managing General Partner, Boston Millennia Partners

View the full event details and registration information.  Register soon – seating is limited!

Mary Beth Kerrigan to be Panelist at ABA Business Law Annual Meeting 08/30/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, M&A, Venture Capital & Private Equity.
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M0846587Corporate partner Mary Beth Kerrigan will be a panelist at this year’s ABA Business Law Annual Meeting in Boston.  Mary Beth will discuss management carve-out plans on the panel entitled “Venture-Backed M&A: Special Considerations”.

The annual meeting will include dozens of panels with varying topics and networking opportunities. Read all about the conference and MBBP’s involvement on our M&A Today blog.

Managing Partner Lisa Warren Moderating Entrepreneur’s University: Acquiring IP 07/06/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events.
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LMW Headshot Photo 2015 (M0846622xB1386)Lisa Warren will be serving as a Co-Moderator for the upcoming, “Entrepreneur’s University: Acquiring IP” program organized by MassBio Entrepreneur’s University Working Group. Entrepreneur University hosts forums to help entrepreneurs thrive in today’s competitive biotech environment.  During this program specifically, industry experts will share critical advice for entrepreneurs who are setting out to acquire their intellectual property.

The key topics that will be discussed include:

  • Traditional routes of IP acquisition – including licensing from a university, e.g. the employer of a scientific founder
  • Licensing arrangements – often the first contractual relationships into which the emerging biotech company enters
  • How universities have changed their approaches to technology transfer and licensing terms in recent years – including an increased focus on revenue, especially in light of declining government research funding
  • Alternatives to university deals – for example, some companies have succeeded in “rescuing” assets from big pharma through in-licensing assets that have been shelved
  • Generating an IP portfolio – when, what and how entrepreneurs, scientists and biotech leaders should manage this important part of their IP expansion strategy

The program will take place the morning of July 13th. MassBio members can register here.

 

Highlights from MBBP Life Sciences Series Panel 2 – Laying the Foundation for Growth: Entity & Equity 07/05/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Client News, Corporate, Events, Life Sciences, Venture Capital & Private Equity.
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On Wednesday June 22nd, the offices of Morse, Barnes-Brown & Pendleton were filled with a crowd of people for a life sciences panel discussion on “Laying the Foundation for Growth: Entity & Equity.”  Esteemed panelists included Marc Cote, COO of Accellient; Jeffrey Solomon, Managing Shareholder of Katz Nannis + Solomon; and MBBP’s own John Hession as moderator.

The panel explained to the audience the importance of understanding the different entity options when starting a new business, and JMH Headshot Photo 2015 (M0846571xB1386)provided important tips on how to pick the right fit for the business.  John Hession stated that when choosing an entity it is crucial to consider where you plan on heading with the business and the long-term goals, how long before you generate money, investments, exit strategy, and how long before you will be investing money of your own into the business.

Jeffrey Solomon explained that most investors will insist that your business is a Delaware C-Corp.  He detailed that although LLCs can be beneficial because of their pass through tax benefits, they also have more complexities with tax filings.  However, since C-Corps are able to receive 1202 tax treatment and exclude gains, C-Corps are typically preferred.  The panel also discussed equity strategic considerations, including restricted stock options, with Marc Cote describing the importance of filing an 83(b) within 30 days of executing the agreement.

These were merely a few of the insightful topics discussed at the 2nd Life Sciences Series Panel.  The next panel in September will be equally educational, so keep an eye out for further details, including registration information, on our site.

MBBP Partner Carl Barnes to be Panelist on MCLE M&A Program 06/10/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Client News, Corporate, Events, M&A.
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Carl Barnes (CFB)Carl Barnes will be featured as a panelist on the upcoming MCLE program “Representations, Warranties, Indemnification and Termination Provisions: Drafting and negotiating to allocate risk in business transactions”.

For more detail and for information on how to register, visit our M&A Today blog.

Register Now! Laying the Firm Foundation for Growth: Entity & Equity – Life Sciences Series – Panel 2 05/31/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Client News, Events, Intellectual Property, Life Sciences, MBBP news.
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Join us at our Waltham office on June 22nd for the second panel in our Life Sciences Series, Laying the Firm Foundation for Growth: Entity & Equity.  JMH Headshot Photo 2015 (M0846571xB1386)

Our expert panel will discuss whether a corporation or a limited liability company is more suitable for building an emerging company, and how to maximize the equity compensation of your team with restricted stock, stock options, or profits interests.

MBBP Partner John Hession will moderate the panel, which will include Marc Cote, Chief Operating Officer of Accellient, and Jeff Solomon, Partner at Katz Nannis + Solomon.

The event will take place from 7-9:30am.  A light breakfast will be provided. Seating is limited – please register here.

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