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Josh French Panelist for TechSandbox’s unPanel Event 04/20/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, Events, Telecommunications & Networking.
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Josh FrenchOn May 5th, Attorney Josh French will be a panelist at “Networking with a Twist: The Expert’s unPanel” presented by TechSandBox. On this panel will be ten experts in all different aspects of starting a business. Josh French will be representing the legal viewpoint.

The unPanel does not have a typical panel program outline and instead is an opportunity for attendees to ask the questions and steer the conversation. The event targets young companies, startup founders, and people considering starting a business. Topics could include contracts, banking, product prototyping, angel investors, and finding low cost resources.

For more information, visit the TechSandBox calendar.

 

 

Attorney Carl Barnes Panelist on Fairness Opinions 04/14/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events, M&A, MBBP news.
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Carl Barnes (CFB)MBBP Attorney Carl Barnes will be a panelist in a webinar presented as part of the BDO KNOWLEDGE Webinar Series program, “When and Why Should a Board Require an Independent Fairness Opinion.” This moderated panel discussion, to be held from noon to 1:00pm, Boston time, on May 5, will focus on what fairness opinions are, what they are not, valuation techniques, and the role fairness opinions play in helping directors to fulfill their fiduciary duties in M&A and other transactions.

To register for the webinar, please visit BDO’s event registration page.

Attorney Shannon Zollo Panelist at AMAA New England Meeting 04/13/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events, M&A, MBBP news.
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MBBP Attorney Shannon Zollo will be a panelist at the SSZ Headshot Photo 2015 (M0846567xB1386)upcoming Alliance of Merger & Acquisition Advisors New England Chapter meeting on Monday, May 9th. The topic of this meeting is, “Bridging the Valuation Gap – Earn Outs”. Specifically, the panelists will discuss the use of earn outs in M&A, structural considerations, measurement methods, legal issues, tax implications, valuation and financial reporting, and potential pitfalls.

To learn more and to register, check out the AMAA New England Chapter Event page.

MBBP Looking Forward to TiE StartupCon 2016 04/12/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events, MBBP news.
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We are very excited for the TiE StartupCon which will be held this Friday, April 14th at the Boston Marriott Copley Place. For 16 years, this event has been the largest startup conference in New England and with over a thousand registered, this year’s conference will be no different. 

Attendees will gain insight from innovative entrepreneurs, learn best practices, and leave the conference feeling inspired, invigorated, and empowered.  MBBP attorneys in attendance will include Scott Bleier, John Hession, Peter Barnes-Brown, Mary Beth Kerrigan, Sean Detweiler, and Matt Loeker.  MBBP will also have an exhibit table at the conference so be sure to stop by and learn more about us. 

For more information, check out the TiE StartupCon event website.

PEVC Committee Chair to attend ABA Business Law Section Conference 04/07/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, MBBP news, Venture Capital & Private Equity.
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M0846570This week Attorney Jon Gworek, chair of the ABA Private Equity and Venture Capital Committee, is off to Montreal for the 2016 Business Law Section Spring Meeting. The Business Law Section of the American Bar Association includes over fifty committees with the PEVC being the fifth largest. Throughout this conference, the PEVC Committee has a full and exciting agenda.

To learn more visit our VC blog.

Just Posted – MBBP’s 2015 M&A Year in Review! 03/31/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, M&A, MBBP news.
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M&A TodayCheck out MBBP’s M&A Today blog for a sampling of our successful M&A transactions from 2015.

We take pride in guiding clients through the complexities of M&A transactions in markets as diverse as analytical instruments, software, SAAS, industrial controls, pharmaceuticals, biotech, medical devices, transportation, professional services, and oil & gas.

Cheers to great clients!

 

 

Mark Tarallo Teaching at IP & Entrepreneurship Clinic 03/30/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events, MBBP news.
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Attorney Mark Tarallo will teach at the Intellectual Property & Entrepreneurship Clinic of Suffolk Law School tomorrow on the subject of Choice of Entity.

Key topics that will be discussed:

  • Choice of Entity in Formations
  • Issues to Consider When Choosing an Entity
  • Equity Compensation Plans for Different Entities

MBBP Attorney to Host Office Hours at TechSandBox 1/28/2016 01/22/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events.
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Sean D. Detweiler (SDD)On  Thursday, January 28, MBBP Attorney Sean Detweiler will host Office Hours at TechSandBox to help answer your patent and strategy questions.

Office Hours provides access to experts in topics such as intellectual property, business formation, benefits, taxes, marketing, sales, funding, IT and technology commercialization. Sean will be available for one-on-one, 45 minute sessions from 1:00PM- 5:00PM. This event will be offered probono for TechSandBox members and to non-members as space allows.

Sign up today to reserve your time slot by visiting TechSandBox!

MBBP Attorney to Host Office Hours at TechSandBox 1/21/2016 01/08/2016

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DOLOn  Thursday, January 21, MBBP Attorney Daniele Ouellette Levy will host Office Hours at TechSandBox on entity selection (S Corp, LLC, etc.), stock structure, and equity considerations.

Office Hours provides access to experts in topics such as intellectual property, business formation, benefits, taxes, marketing, sales, funding, IT and technology commercialization. Daniele will be available for one-on-one, 45 minute sessions from 11:30AM- 3:30PM. This event will be offered probono for TechSandBox members and to non-members as space allows.

Sign up today to reserve your time slot by visiting TechSandBox!

MBBP Attorney to Sit on Panel, “Risk Containment Strategies for Start-ups” 01/07/2016

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M0846512On Wednesday, January 13, MBBP Attorney Mike Cavaretta will sit amongst panelists for The Startup Coalition’s upcoming panel, “Risk Containment Strategies for Start-ups.”

To join Mike and the other panelists, and to learn how to identify risks and the strategies for containing them, register here!

For more information, please feel free to contact Mike directly.

 

The Contours of Copyright #3: Too Short for Copyright? 01/04/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Intellectual Property, Licensing & Strategic Alliances, New Resources, Publishing & Media.
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M0846618It is axiomatic that copyrights do not protect words or short phrases. But how short is too short for copyright? 10 words? 5 words? 3 words? Consider Henny Youngman’s classic 4-word joke, “Take my wife … please.” Is that a copyrightable jocular expression, or an uncopyrightable short phrase (or, for you copyright pros, a merged idea)? The answer is important, not only to comedians, but also to epigrammatists, songwriters, poets … and anyone who wishes to include, in a work they are creating, word sequences they’ve seen used by another.

A recent case, William L. Roberts v. Stefan Kendal Gordy (U.S D.C., S.D. Florida 2015), provides helpful guidance, though not a definitive answer.

Discussion: The plaintiffs, Roberts et al., owned the musical composition Hustlin’, whose chorus consists of the repeated refrain “everyday I’m hustling.” The defendants, Gordy et al., had a hit song, Party Rock Anthem, which included the phrase “everyday I’m shuffling.” When the defendants began marketing their “shuffling” phrase on T-shirts and other merchandise, the plaintiffs sued, arguing that their copyright in the song included a copyright in the “hustlin’” refrain, and therefore they could prevent anyone from copying that refrain, whether in a similar song or standing alone on a garment.

The defendants disagreed, and the court sided with them. Yes, said the court, the plaintiff’s song was entitled to copyright protection. However, “copyright protection does not automatically extend to every component of a copyrighted work.” Rather, because “originality” is the sine qua non of copyright, and short phrases are common and unoriginal, the copyright in a work does not extend to individual short phrases (or, of course, single words) in the work. This doesn’t mean, the court explained, that the presence of “ordinary” phrases deprives a work of copyright protection; but it also doesn’t mean that the copyright umbrella shelters every word or phrase contained in a copyrighted work.

Or, as the court puts it: “The question presented … is not whether the lyrics of Hustlin’, as arranged in their entirety, are subject to copyright protection. The question is whether the use of a three-word phrase appearing in the musical composition, divorced from the accompanying music, modified, and subsequently printed on merchandise, constitutes an infringement of the musical composition Hustlin’. The answer, quite simply, is that it does not.”

To add insult to injury, the court also notes that the terms “hustling” and “hustlin’” were used in many earlier songs, and that the plaintiffs never asserted that the phrase “everyday I’m hustlin’” originated with them – which in itself could have killed their copyright claim (to be copyrightable, a work needn’t be novel, as in the patent sense of never before appearing anywhere, but does need to be original, in the copyright sense of having composed it oneself without copying from another). Finally, says the court, there is no substantial similarity between the original musical composition, containing the (uncopyrightable) phrase “everyday I’m hustlin’,” and the defendant’s T-shirts, containing the (uncopyrightable) phrase “everyday I’m shuffling.”  In short, none of the plaintiff’s original expression was infringed by the defendant’s apparel.

An Interlude for Copyright Aficionados: There was nothing earthshaking about this decision, though it is interesting to read the court’s sampling of many short phrases that failed to win copyright protection, including: “so high” (2 words), “get it poppin’” (3 words), “fire in the hole” (4 words – uh-oh, Henny), “most personal sort of deodorant” (5 words), and “You Got the Right One, Uh-Huh” (5 words, plus an “Uh-Huh”). So, one might conclude, a half dozen words or more are probably the minimum required for copyrightability.

Perhaps the reason this court – and no court I’m aware of – has stated a bottom line number below which copyright cannot apply is that no one can be absolutely certain that a creative author couldn’t be original in even a handful of words. Let’s cheat, make up a word, and stick it in a short phrase: “She’s my joyzilla mama.” Four words – really 3 plus a mashup – which have never appeared before (a Google search more or less confirmed this).  Can I use copyright law to prevent another person from using my original phrase in a song or on a T-shirt?

My answer is a definite “maybe.” The epigrammatist Ashley Brilliant has successfully registered – and once successfully asserted – copyrights in his epigrams, many of which are quite short (such as, “When all else fails … Eat” = 5 words). Poets and songwriters often feel that their short but creative phrasings are worthy of protection. So maybe we can’t state an absolute bottom line because we can’t guaranty that a brilliant writer or composer won’t dash our assumptions.

Conclusion. Still, it’s hard to imagine anyone successfully claiming copyright in any 2- or even 3-word (real words, not coined) phrase – if for no other reason than given the relatively small number of meaningful 2- and 3-word phrases, and the exhaustive output of English speakers, each of those short phrases would have already appeared so frequently that no one using such a phrase could convincingly assert it originated with them, or that they should have the right to keep anyone else from using it.

So, unlike Roger Bannister running a mile under 4 minutes, the possibility of someone writing a copyrightable phrase of under 4 words (probably 5, possibly 6) should stand the test of time.

For more information on this topic, please contact Howard Zaharoff.

MomsTeam Institute’s #ForThePlayers 01/04/2016

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header-logoOn December 21, 2015, MomsTeam Institute of Youth Sports Safety held a special advance screening of Sony Pictures’s new movie, Concussion.

M0846567MomsTeam Institute is a registered 501(c)(3) non-profit organization formed in 2013 to continue and expand on MomsTEAM’s fourteen-year mission of providing comprehensive, well-researched information to sports parents, athletes, coaches, athletic trainers, and other health care professionals about sports health and safety, nutrition, and parenting.

Its Board of Directors is made up of nationally recognized youth sports health and safety experts and business leaders, including MBBP Corporate Attorney Shannon Zollo.

Sony Pictures has named the Institute as the charity of choice for their Social media challenge #ForThePlayers.  You can show your support on Instagram, Twitter, and Facebook using the hashtag #ForThePlayers. Don’t forget to tag @ConcussionMovie.

 

MBBP’s Howard Zaharoff Elected Secretary of the Harvard Alumni Entrepreneurs, Inc. 12/15/2015

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M0846618MBBP Attorney Howard Zaharoff has been elected to serve as Secretary of the Harvard Alumni Entrepreneurs, Inc., a Shared Interest Group of the Harvard Alumni Association.

Howard first became involved with the Harvard Alumni Entrepreneurs in 2006, when he helped manage its organization into a Massachusetts nonprofit corporation and assisted in obtaining its tax-exempt status.

Congratulations, Howard!

M&A Video Clip – Stockholder Representative: Common Issues in M&A Transactions 12/14/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, M&A, New Resources.
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In the twelfth video of MBBP’s M&A Clip Series, Attorney Joe Martinez discusses stockholder representatives and describes how one should be selected.

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M&A Video Clip – Closing Conditions: Common Issues in M&A Transactions 12/08/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, M&A, New Resources.
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In the eleventh video of MBBP’s M&A Clip Series, M&A attorney Joe Marrow discusses closing conditions in M&A Transactions.

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Join MBBP Attorneys for Upcoming Panel on Best Practices in Structuring Startup Founder Agreements 12/07/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events.
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Startup-Coalition_LogoStartup co-founders are bound to disagree. A founders’ agreement helps to resolve key issues upfront, before the business has begun to accumulate value. Issues commonly addressed in the founders’ agreement include ownership, responsibility, decision-making, operating procedures, and assignment of intellectual property.

Who gets what percentage of the company?   How will decisions get made?  What happens if one founder leaves the company? Can any of the founders be fired?  By whom?  For what reasons?  Will any of the founders be investing cash in the company?  If so, how is this treated? What do investors expect to see in a founders’ agreement?

Join MBBP Attorney Mike Cavaretta and the Startup Coalition on Wednesday, December 16, for a panel discussion on founders’ issues and founders’ agreements. Amongst panelists will be MBBP Corporate Attorney Scott Bleier.

Register for the event here. For more information, please feel free to contact Mike directly.

M&A Video Clip – Non-Competes & Non-Solicits: Common Issues in M&A Transactions 12/02/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, MBBP news, New Resources.
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In the tenth video of MBBP’s M&A Clip Series, M&A attorney Shannon Zollo explains the importance of non-competition and non-solicitation covenants when buying a business.

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MBBP’s John Hession to Sit as Panelist for Upcoming Launch Smart Clinic 11/25/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events.
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M0846571On December 1st, from 5:30 PM – 9:00 PM, MBBP Attorney and Investor John Hession will sit as a panelist for MIT Enterprise Forum of Cambridge’s Launch Smart Clinic With Agile Sensors And Kalgene Pharmaceuticals.

Pre-funded companies Agile Sensors and KalgenePharmaceuticals are to present their full investor presentation  and will receive feedback from  experts John Hession and  Jeffrey Moore.

The Launch Smart Clinic is an interactive panel and audience participation is encouraged! Learn more and register for the event here.

 

MBBP Attorney Robert Finkel Judges Case Competition 11/23/2015

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M0846558MBBP Attorney Robert Finkel was one of several judges in TAMID’s First Annual National Case Competition for TAMID at Boston University. TAMID is a comprehensive, multi-phased program that connects students with the Israeli economy. BU TAMID was one of 27 participants in the Competition.

M&A Video Clip – Earn-outs: Common Issues in M&A Transactions 11/09/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, M&A, New Resources.
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In the seventh video of MBBP’s M&A Clip Series, M&A attorney Joe Marrow discusses earn-outs.

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