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First Time Funds: The fundraising environment is strong; the fundraising process is hard 01/16/2018

Posted by Morse Barnes-Brown Pendleton in Attorney News, Financial Services, Private Investment Funds & Advisers.
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JHW Headshot Photo 2016 (M0990045xB1386)Raising capital for a first time private equity fund is difficult. First time fund managers often are surprised by how long it takes to secure enough capital commitments to hold a fund’s initial closing, particularly when seeking commitments from institutional investors. The good news is that first time funds have recently been in favor with investors. In his article First Time Funds: The fundraising environment in strong; the fundraising process is hard, Josh Watson explains the current fundraising environment and what first time fund managers should know.

Read the full article on our website. For more information, please contact Josh Watson.

Top 11 Tips in Responding to a Subpoena 01/16/2018

Posted by Morse Barnes-Brown Pendleton in Attorney News, Litigation.
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ARP Headshot Photo 2016 (M0884433xB1386)Most people react in one of two ways when they receive a subpoena: they either ignore it, or they panic. Of these two responses, panicking is the better one because it at least prompts you to call your attorney. In her article Top 11 Tips in Responding to a Subpoena, Amanda Phillips explains that your attorney will help you prepare your response to the subpoena in a way that complies with the law, preserves your or your company’s rights, and protects the confidentiality of personal or business information.

Read the full article on our website. For more information, please contact Amanda Phillips.

Adviser Sanctioned for False Statements to Prospective Investors 01/11/2018

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Financial Services, Private Investment Funds & Advisers.
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JHW Headshot Photo 2016 (M0990045xB1386)The Securities and Exchange Commission sanctioned a private equity fund adviser and its chief executive officer for making false statements about the other investors that had committed to invest in one of the adviser’s private equity funds. As part of a settlement with the SEC, the adviser agreed to cease acting as an investment adviser and its chief executive officer was barred from the investment management industry and ordered to pay almost $375,000. In his article Adviser Sanctioned for False Statements to Prospective Investors, Josh Watson explains how the SEC determined that Gray Financial Group, Inc. misled investors regarding its private equity fund.

Read the full article on our website. For more information, please contact Josh Watson.

TPG Pays $12.8 Million to Settle Allegations that it Misled Investors 01/08/2018

Posted by Morse Barnes-Brown Pendleton in Attorney News, Private Investment Funds & Advisers.
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JHW Headshot Photo 2016 (M0990045xB1386)TPG Capital Advisors, LLC will pay $12.8 million to settle allegations that it misled prospective investors in three of its private equity funds. According to a settlement with the Securities and Exchange Commission, TPG misled prospective investors by failing to disclose its practice of requiring some portfolio companies to pay accelerated monitoring fees when certain events occurred, such as a portfolio company’s private sale or initial public offering. Private funds attorney Josh Watson discusses the settlement in his article TPG Pays $12.8 Million to Settle Allegations that it Misled Investors.

Read the full article on our website. For more information, please contact Josh Watson.

Elevations Launch the New Year at MBBP 01/02/2018

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Intellectual Property, MBBP news.
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FDK Headshot Photo 2015 (M0846572xB1386)   jmc-headshot-photo-2015-m0846508xb1386

We are pleased to announce that Faith Kasparian and Jonathan Calla have each been elevated to the rank of Member at MBBP.

An Intellectual Property attorney with more than fifteen years of experience, and a Certified Information Privacy Professional/United States (CIPP-US), Faith focuses her practice on privacy and data security, and on transactions involving the development and commercialization of technology and other intellectual property assets. Prior to joining the Firm, Faith was assistant college counsel to Emerson College, providing services to the College and to its Majestic Theater, and was an associate in the Washington, D.C. office of Covington & Burling. Faith has been with the Firm since 2007, most recently as Counsel.

A member of the Firm’s Corporate Practice Group and its M&A Practice Group, Jonathan’s primary focus is on M&A, private equity, venture capital and angel financing transactions, as well as on general corporate representation. In addition to his long experience in private practice, Jonathan served previously as corporate counsel to LoJack Corporation, a publicly traded technology company, affording him real insight into the particular needs and concerns of in-house counsel. Jonathan has been with MBBP since 2010, most recently as a Senior Attorney.

Congratulations to both!

Please feel free to contact Faith or Jonathan directly.

Santa wants a trademark? Howard Zaharoff writes a letter offering Santa legal advice 12/20/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Intellectual Property.
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HGZ Headshot Photo 2015 (M0846618xB1386)In the IPWatchdog article Santa Claus Trademark: A Legal Opinion, Howard Zaharoff uses a mock letter to Santa to offer legal advice to trademark seekers. Howard discusses key considerations when registering a trademark, including the importance of how to define the business.

For this informative, and entertaining, read, visit IPWatchdog.

A Happy Patent Holiday 12/12/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Games & Interactive Entertainment, Intellectual Property.
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M0846496‘Tis the season for holiday cheer and shopping for the perfect holiday gifts. Behind all the holiday hustle and bustle is the intellectual property protection that assists in the commercial success of sought after products. A combination of copyright, trademark, and patent protections can be utilized by manufacturers and retailers to keep the toys from being copied by competitors trying to cash in on the frenzy and popularity of an item. Getting into the spirit of the holiday season, in his article A Happy Patent Holiday, patent attorney Brian Assessor examines the patents behind some of the most successful toys, and how those patents helped protect the sale of the toys during the holiday season and beyond.

Happy reading and happy holidays!

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, Corporate, Life Sciences, M&A.
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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.
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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.
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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.
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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.

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

Posted by Morse Barnes-Brown Pendleton in Attorney News, Intellectual Property, MBBP news.
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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.
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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.

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.
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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.
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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.
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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.

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

Posted by Morse Barnes-Brown Pendleton in Attorney News, Financial Services, Private Investment Funds & Advisers.
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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.

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.
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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.

Attack of the Indirect Investor 09/21/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Financial Services, Private Investment Funds & Advisers.
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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.
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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.

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