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MBBP’s Joe Martinez Elected to MITEF Board 06/25/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, MBBP news.
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Corporate Attorney Joseph MartinezMBBP Corporate attorney Joe Martinez has been elected to the MIT Enterprise Forum of Cambridge Board of Directors. Joe takes over a seat formerly held by MBBP’s Jon Gworek, a longtime participant in MITEF.

The mission of the MIT Enterprise Forum is to inform, connect, and coach technology entrepreneurs—enabling them to rapidly transform ideas into world-changing companies, which makes it a natural fit with MBBP and our attorneys. While certainly not restricting our client base to start-ups and tech companies, we have always had a particular understanding of the needs common to them. As such, MBBP has been an active member and sponsor of MITEF since our earliest days.

MBBP is proud to continue a longstanding relationship with the Forum and congratulates Joe on his new role.

MBBP Attorneys Deliver Live Broadcast for myLawCLE 06/15/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events, M&A.
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IMG_1232myLawCLE develops hundreds of new CLE programs each year and covers a wide-variety of legal topics from civil litigation to criminal law to federal programs.

MBBP Attorneys Mark J. Tarallo and Robert M. Finkel spoke today for myLawCLE. The topic of discussion was LLCs vs S-CORPs: Tax Considerations, Non-Tax Differences & Common Mistakes to Avoid. The live broadcast also included 1 hour of ethics.

If you didn’t have a chance to sit in on the broadcast (or even if you did) and would like to learn more, you can meet both Mark and Robert on June 26th where they, along with a distinguished panel, will discuss Tax Issues in M&A Transactions.

Visit our event page for more information.

MBBP Attorneys to Host Office Hours at TechSandBox 6/4/2015 06/03/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, Events.
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IP and Technology Licensing Attorney Howard ZaharoffOn June 4th MBBP Attorneys Howard Zharoff and Daniele Ouellette Levy will host Office Hours at TechSandBox providing legal guidance on topics that include copyright, trademark and licensing work. These pro bono sessions give you access to experts in topics such as intellectual property, business formation, benefits, taxes, marketing, sales  funding, IT and technology commercialization. Access is offered to Members and Non-members as space allows.

Corporate Attorney Daniele Ouellette LevySign up today to reserve your time slot by visiting TechSandBox!

 

 

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.
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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.

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.
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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.

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.
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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 Welcomes New Member John Hession 02/24/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, MBBP news.
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hessionMBBP is pleased to announce that veteran venture capital, technology, and life sciences attorney John Hession has joined the firm as a Member. John represents emerging-growth companies in the medical device, life sciences, software and digital media fields, as well as angels and venture capital funds in the investment process in these areas. His practice includes both start-up and later-stage company work; equity-based compensation strategies; public offerings, representing either underwriters or companies; mergers and acquisitions, representing either buyers or sellers; corporate partnering, joint ventures and other strategic alliances involving technology transfers; license and distribution arrangements for medical devices and biotechnology, software and hardware companies; and venture capital or angel financings of technology companies.

Prior to joining MBBP, John was Of Counsel in the Venture Financings and Emerging Companies practice groups and a member of the Cooley, LLP Business department. He started his legal career at Testa, Hurwitz & Thibeault LLP, where he practiced for more than twenty years as one of Testa’s lead attorneys, representing venture-backed technology companies in all stages of financings.

 

The full press release is available here.  Please feel free to contact John Hession directly.

 

Employment Attorney Scott Connolly authors Chapter in MCLE Book 02/17/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Employment, New Resources.
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Scott Connolly, a partner in MBBP’s Employment Law Group, authored the chapter “Policies to Guide Employee Conduct and Respond to Misconduct” in MCLE’s book Drafting Employment Documents in Massachusetts (3rd Edition 2015). The book is published by MCLE and is an essential resource for Massachusetts employers, employment attorneys, and human resources professionals.

To learn more about what Scott’s chapter covers regarding employment, head over to our Employment Blog.

MBBP’s Carl Barnes on Panel for Boston University Law School Symposium: The Legal Challenges of Funding Startups 02/17/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events, MBBP news, Venture Capital & Private Equity.
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Corporate Attorney Carl BarnesCarl Barnes will be a panelist at a symposium presented by the Boston University School of Law Review of Banking and Financial Law on Friday, February 27, 2015. The symposium will bring together legal scholars and practicing lawyers to discuss key financial issues that startup companies face, including crowdfunding, startup financing, and the tension between state and federal law.

For any questions regarding venture capital and start-up financing, please contact Carl Barnes.

MBBP Welcomes New Member John Tumilty 02/06/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Litigation.
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M0739744MBBP is pleased to announce that John Tumilty has joined the firm as a member and Chair of the Firm’s Business Litigation Group. John has handled numerous complex business disputes for companies, partnerships, and individuals involved in litigation, arbitration, and mediation concerning issues ranging from ongoing management and operational issues to contractual, licensing, and dissolution issues. He has substantial experience successfully representing clients involved in a variety of commercial litigation matters involving breach of contract, unfair trade practices, breach of fiduciary duty, fraud, and misrepresentation claims.

Prior to joining MBBP, John practiced at Edwards Wildman, where he was a member, and former Co-Chair, of the Firm’s Commercial Litigation Practice Group. John earned a BA in political science from Boston College, and his JD from Suffolk University Law School, where he was a member and editor on the Law Review.

Please feel free to contact John Tumilty directly.

MBBP Welcomes Attorneys Brian Assessor and Callie Pioli 01/21/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, MBBP news.
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Brian J Assessor Web Hi Res Crop (M0716134)MBBP is pleased to announce that Callie Pioli and Brian Assessor have joined the firm as associates.

Brian is a Registered Patent Attorney, specializing in patent prosecution, patent searching, and related counseling. His practice focuses on counseling clients in developing and implementing strategies to protect their intellectual property, particularly in the areas relating to computer and electrical engineering. Prior to joining MBBP, Brian practiced patent law as an associate with a patent boutique firm specializing in patent prosecution. He primarily worked closely with clients with respect to the preparation and prosecution of utility patents.

Callie L Pioli Web Hi Res Crop (M0702163)Callie concentrates her practice in the area of intellectual property. Her focus is primarily on trademark law, including the selection, screening, prosecution, maintenance, and enforcement of trademarks both domestically and internationally. Callie’s interest in intellectual property began in 2011 when she worked as a Trademark Administrative Assistant at Morse, Barnes-Brown & Pendleton. Prior to rejoining MBBP, she was a Law Clerk at Keegan & Werlin LLP, where she worked on a variety of corporate, transactional and nonprofit business matters.

Please feel free to contact Brian and Callie directly.

 

Española and Calla Have Been Elevated Within the Firm 01/21/2015

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Tax Attorney Diana EspanolaWe are pleased to announce that Diana Española and Jonathan Calla have been elevated within the firm. Diana has been elevated to Member, and Jonathan to Senior Attorney.

Diana joined the Firm in 2005 and was promoted to Senior Attorney in 2012. She concentrates her practice in the areas of tax and business law. She advises individuals, businesses and non-profit organizations on a range of tax planning issues including tax controversy and tax litigation.

Corporate Attorney Jonathan CallaJonathan, who joined the Firm in 2010, concentrates his practice in the areas of general corporate and securities law. He represents clients in connection with company formations, private equity transactions, financings and mergers and acquisitions.

Congratulations Diana and Jonathan!

Please feel free to contact Diana and Jonathan directly.

Massachusetts Lawyers Weekly Seeks Carl Barnes Opinion in Matter of Control of Attorney-Client Privilege 01/21/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, Legal Developments, M&A, MBBP news, Public Companies.
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Corporate Attorney Carl Barnes

MBBP Partner Carl Barnes was recently quoted in a Massachusetts Lawyers Weekly article written by Patrick Murphy, entitled “Survivor of Merger Controls Attorney-Client Privilege.” The article discusses Novack v. Raytheon, a recent Massachusetts Superior Court decision holding that, under Delaware law and the terms of a merger agreement, control of the attorney-client privilege relating to pre-merger communications between BBN Technologies Holding Corp. and its counsel passed to the acquirer, Raytheon Company. The privilege could not, therefore, be asserted after the merger by the representative of BBN’s former shareholders. The Superior Court, applying Delaware law, simply followed the Delaware Chancery Court’s 2013 decision in Great Hill Equity IV, LP v. SIG Growth Equity Fund I, LLLP. As an M&A attorney for more than 30 years, Carl considered whether the same result would be reached under the Massachusetts Business Corporation Act. Carl stated:

Under Delaware law, the effect of a merger is the conveyance of all property, rights, privilege, powers and franchises to the surviving corporation.  On the other hand, G.L.c. 156D 11.07(a)(3) is more narrowly drawn, providing merely that the surviving entity is vested in all property owned and every contract right possessed by the entity that is merged into the survivor. There is probably more room for interpretation in Massachusetts than there is in Delaware, Barnes said.  But he said there is still a strong argument to be made under Massachusetts law that the control of the attorney-client privilege passed to the surviving corporation in a merger.It defies logic that the successor will get the property and contract rights, and nothing else.

 

For further analysis and practical recommendations for M&A lawyers in Massachusetts, see Carl’s own article, “Massachusetts Court (Sort of) Adopts Delaware’s Great Hill Holding Regarding the Attorney-Client Privilege in Mergers” or please feel free to contact Carl.

SEC Continues Crackdown on Insider Trading 12/08/2014

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Corporate Attorney Mark TaralloBy: Mark Tarallo 

Continuing its crackdown on insider trading activities, the United States Securities and Exchange Commission announced on November 21 that it had filed charges against an executive of GenTek, Inc. and his restaurant-manager friend for acting on material non-public information.  The executive frequented a restaurant managed by the friend, and had told the friend that GenTek was looking for a buyer.  Acting on the information, the friend purchased GenTek stock, making a substantial profit when the sale was completed.  The SEC imposed fines and penalties of more than $324,000 against the two, citing the executive for failing to maintain the strict confidentiality required of material, non-public information.  The case serves as a needed reminder to executives of public companies that no information about their company should ever be disclosed outside of the business context.

2013 Data Privacy Report 11/24/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Computer Software & Hardware.
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In September 2014, the Massachusetts Office of Consumer Affairs and Business Regulation released its 2013 Data Privacy Report, which includes an in-depth analysis of data breaches of personal information of Massachusetts residents during the year of 2013.

The report identifies the type of breaches reported (88% involving electronic records; 12% paper, faxes/mail/e-mail, both paper/electronic) and the industries most affected.  Not surprisingly, the financial services industry reflected the most significant activity and accounted for 85% of the total reported breaches, followed by the health care industry (5%).  As for the industry with the biggest increase in the number of those affected by data breaches, the education industry saw a massive 611% jump from 5,208 Massachusetts residents affected in 2012 to 31,780 in 2013.

The report also underscores the need for businesses to comply with the Massachusetts data security regulations that came into effect in 2010. Among other requirements, the regulations require any person or entity that owns or licenses personal information of Massachusetts residents to develop and implement a Written Information Security Plan (“WISP”).  In addition to further requirements, businesses acting in accordance with a WISP must: (1) designate an individual to maintain and be responsible for the program; (2) identify any reasonably foreseeable data security risks; (3) protect and restrict access to paper and electronic forms of any personal information; and (4) oversee any third party service providers and ensure that those service providers comply with the regulations. More information about the Massachusetts data security regulations can be found in our past client alerts from March 9, 2009March 17, 2009 and February 17, 2012.

When discussing possible liability of a business related to a data breach, the 2013 Data Privacy Report stated that a business’ “WISP and documentation of steps taken to guard and protect the personal information it retains or entrusts to a third party vendor and its response will be paramount in assessing its degree of culpability in the incident.”

In a year that has seen data breaches of several major corporations, this report serves as a reminder for all businesses to take a proactive approach by: (1) promoting a culture of security within their organizations; (2) committing to the protection of personal information by instituting mechanisms to ensure compliance with all applicable privacy and data protection laws, many of which require the implementation of reasonable administrative, technical, and physical safeguards to protect the confidentiality, and prevent the unauthorized interception, of personally identifiable information; and (3) being prepared to address the effects of a data breach in the event that one occurs.

 

For additional information, or to have a WISP prepared, reviewed, or revised to ensure compliance with the Regulations, please contact Faith KasparianMichael Cavaretta, or Howard Zaharoff.

MBBP’s Jon Gworek on Panel for Harvard Law School Event: Careers in Venture Capital and Private Equity for J.D. Students 10/30/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events, MBBP news, Venture Capital & Private Equity.
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Corporate Attorney Jonathan GworekHarvard Law School’s Office of Career Services is hosting an upcoming event, Careers in Venture Capital and Private Equity for J.D. Students on November 12th. MBBP Partner Jon Gworek will serve as a panelist at this event along with Deirdre Cummane of ATV Capital and David Kreisler of Weil Gotshal. This event will discuss topics such as the key differences between venture capital and private equity, a lawyer’s role in the field, and  strategies on how to embark on a career in the field.

For any questions regarding venture capital and private equity, please contact Jon Gworek

MBBP’s Sean Detweiler Presents at WIT Accelerate Bootcamp 10/14/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events, Intellectual Property, Licensing & Strategic Alliances, MBBP news.
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Patent Attorney Sean DetweilerLast week, MBBP patent attorney Sean Detweiler spoke at an even hosted by the Wentworth Institute of Technology Accelerate program.  The event is called Bootcamp, and it allows students to get insights about innovation and entrepreneurship, while also getting inspiration for new ideas and and how to make them real. Sean gave a presentation on intellectual property with specifics about patents, including provisional applications, what they should cover and when to think about them in the context of a start-up scenario.  The audience was very involved, and there were some great questions as well as more specific discussions on patent law issues.

For more info on patents and intellectual property, please contact Sean Detweiler

 

Newest Issue of Preferred Returns Released 10/06/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, MBBP news, New Resources, Venture Capital & Private Equity.
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Corporate Attorney Jonathan GworekLast month, the most recent issue of Preferred Returns, the online publication of the American Bar Association’s Private Equity and Venture Capital Committee was released. This issue includes the Committee’s second annual survey of venture capital cases for 2013, which summarizes the most significant cases from last year.   The publication has a number of useful articles covering the latest legal development impacting the venture capital industry,  including cases covered by MBBP’s Mary Beth Kerrigan and Scott Bleier, as well as other developments of note.

MBBP Partner Jon Gworek is current chair of the ABA PEVC Committee

For more info, please contact Jon 

Jon Gworek Leads Private Equity and Venture Capital Committee at ABA Business Law Annual Meeting 09/29/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events, Venture Capital & Private Equity.
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Corporate Attorney Jonathan GworekThe Private Equity and Venture Capital Committee of the Business Law Section of the American Bar Association met September 11-13th at this year’s annual meeting held in Chicago. As chair of the PEVC Committee, MBBP Partner Jon Gworek was integrally involved in the planning of the committee’s activities and cahired the full committee meeting in Chicago. The PEVC Committee sponsored two CLE events; “Drafting a Stronger Preferred Stock: Responses to Recent Case Law Developments”, and “How Inside and Outside Corporate Counsel Can Work Together to Maximize the Value of Corporate Legal Services”.

 

To learn more, please contact Jon Gworek.

Mergers & Acquisitions 101 with Mark Tarallo 09/15/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events, M&A, MBBP news.
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Attorney Mark Tarallo will present the basics of an M&A transaction from start to finish in tomorrow’s Mergers & Acquisitions 101 provided by MyLawCLE.

Key topics to be discussed:

  • Pre-Transaction Considerations
  • Basic Transaction Structuring-Tax, Liability Protection and Other Considerations
  • Transaction Documentation
  • Post-Closing Matters
  • Recent Delaware Case Law
  • Ethical Issues

This CLE program is available in multiple formats, including live and self-study versions. Live broadcast will take place on Tuesday, September 16th from 2:00 – 5:15 EST.

Register at MyLawCLE.

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