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.Tags: data privacy, data protection, Data Security, massachusetts, privacy, Privacy and Data Security, Video, WISP, written information security program, youtube
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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.
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.Tags: data privacy, data protection, Data Security, Intellectual Property, m&a, M&A transactions, privacy, Privacy and Data Security, privacy laws, Video, video clip, youtube
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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.
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.Tags: data privacy, data protection, Data Security, privacy, Privacy and Data Security, privacy laws, Video, video clip, youtube
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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!
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.Tags: ABA, boston, business law, conference, mergers and acquisitions, private equity, private equity and venture capital, venture capital
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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. 
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.Tags: ABA, conference, court case, panel, private equity, transactions, venture capital
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MBBP 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.Tags: biotech, biotechnology, cambridge innovation center, funding, investment funds, Life Sciences, panel, startup, venture capital
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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.Tags: ABA, business law, Corporate, M&A transactions, panel, private equity, venture capital
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Corporate 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.
7th Circuit Rejects Fee Only Settlement 08/25/2016
Posted by Morse, Barnes-Brown Pendleton in Corporate, M&A.Tags: 7th circuit court, court of appeals, merger, mergers, settlement, transaction, transactions
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Ruling that the value of certain supplemental transaction disclosures in the context of a $15 billion merger was “nil,” the Seventh Circuit Court of Appeals recently overturned an award of attorneys’ fees to plaintiffs’ counsel in the context of merger litigation. On August 10, 2016, in the case In Re: Walgreen Co. Stockholder Litigation, case number 15-3799, writing for the 7th Circuit, Judge Posner, following a recent trend of decisions denying requests for attorneys’ fees to attorneys representing shareholders challenging a merger, adopted Delaware’s Trulia standard for approval of such settlements.
To read more about the court’s decision, read the full post on our M&A blog.
Firm Client TechSandBox Launches Veterans’ Technology Entrepreneurship Program 08/19/2016
Posted by Morse, Barnes-Brown Pendleton in Client News, Intellectual Property.Tags: commonwealth, entrepreneur, entrepreneurs, grant, innovation, massachusetts, massachusetts technology collaborative, MassDevelopment, metrowest, military veterans, startup, startups, technology incubator, techsandbox, veteran, Veterans
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Morse, Barnes-Brown & Pendleton sponsored organization and client, TechSandBox, announced its partnership with MassDevelopment and the Massachusetts Technology Collaborative (“MassTech”) in the launch of a new program for military veterans. The Military Veteran Entrepreneurs in Technology program (“VET”) is for veterans who are starting and growing new ventures in innovation-focused sectors and will provide support via mentoring, networking, and advising, among other services. 
Through its involvement with VET, TechSandBox will supply veterans with the necessary resources to create and foster successful startups. Specifically, TechSandBox will document the needs of the veterans, deliver programming for entrepreneurial development, and provide a network of other entrepreneurs in which the veterans can interact.
The VET will serve veterans in the MetroWest region and the Commonwealth. The program will begin with a pilot phase, which will last for 18 months. MassDevelopment and MassTech provided a combined grant of $53,101 for the pilot program. For more information about the program, view TechSandBox’s website.
TechSandBox is a technology incubator for innovation-driven companies. Its mission is to accelerate the success of science and technology entrepreneurs. MBBP is proud of its client’s community-focused approach and the commitment to veterans through this new program.
Harvard Stem Cell Institute Teaming Up to Develop Diabetes Cure 08/18/2016
Posted by Morse, Barnes-Brown Pendleton in Client News, Intellectual Property, Medical Devices.Tags: biomedical, biotech, biotechnology, Diabetes, diabetes cure, disease, Harvard, insulin, Semma Therapeutics, stem cells, technology
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A group of Boston-area health institutions, known as the Boston Autologous Islet Replacement Program, are teaming up to develop, test and deploy stem cells to cure diabetes. The group includes the Harvard Stem Cell Institute, Brigham and Women’s Hospital, the Joslin Diabetes Center, Dana-Farber Cancer Institute and Semma Therapeutics.
The innovation began when Doug Melton, Co-Director of Harvard Stem Cell Institute and Co-Founder of Semma Therapeutics, developed a way to turn embryonic stem cells into insulin-producing beta cells without needing to put the cells into mice to mature. After this discovery, he knew he had to get these beta cells into humans but that it was going to take a group with the proper qualifications.
Melton explains, “No one institution anywhere has the expertise and technical abilities to make this kind of clinical trial possible, but in the unique Harvard biomedical ecosystem, we are able to bring all the necessary expertise and infrastructure to bear.” This new organization has the goal of testing the created beta cells in human patients within three years.
Congratulations to our client Harvard on these exciting new developments! For more information, read the full article.
Employment Law Alert: Massachusetts Pay Equity Law Imposes New Restrictions 08/11/2016
Posted by Morse, Barnes-Brown Pendleton in Employment, Legal Developments.Tags: employees, employment, employment law, employment law alert, Equal pay, Pay Equity, salary, wage equality
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MBBP’s Employment Law Group just released an Employment Law Alert regarding the recent wage equality act signed in Massachusetts. On August 1st, 2016, Governor Charlie Baker signed, “An Act to Establish Pay Equity (the Act)” which requires men and women to receive equal pay for comparable work and forbids employers from asking prospective employees about salary history.
Learn more on our Employment Law Blog.
MBBP Publishes August M&A Today Newsletter 08/09/2016
Posted by Morse, Barnes-Brown Pendleton in M&A, MBBP news.Tags: broker-dealer, Court of Chancery, mergers, Newsletter, SEC, wage and hour
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Hot off the press!
Articles include:
- Massachusetts Wage and Hour Laws: Legal Risks for Businesses in Transition
- SEC to Funds: Watch the Broker-Dealer Activities
- Importance of Closing Conditions in Mergers
Williams Companies, Inc. v Energy Transfer Equity, L.P.
Court of Chancery of the State of Delaware
Get more info on our M&A blog or read the full newsletter.
Interview with MBBP Client Valeritas Included in Wall Street Transcript Medical Devices Report 08/09/2016
Posted by Morse, Barnes-Brown Pendleton in Client News, Intellectual Property, Life Sciences, Medical Devices.Tags: Diabetes, insulin delivery, Intellectual Property, ip, John Timberlake, medical device, medical devices, medical technology, patent, type II diabetes, V-Go, Valeritas, wall street transcript
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The most recent Wall Street Transcript Medical Devices Report includes an interview with Valeritas, Inc.’s CEO, John Timberlake. Timberlake discusses in detail Valeritas’s V-Go Disposable Insulin Delivery Device. The V-Go is a wearable basal-bolus insulin delivery device that allows patients to deliver insulin at a continuous preset basal rate, with bolus delivery as needed. The V-Go has been cleared for use in the United States and in Europe. 
The fact that V-Go is a wearable product with scheduled insulin delivery enables patients to more easily go about their daily routines without having to stop to deliver insulin, and also allows them to discreetly deliver insulin during mealtimes without drawing attention to the act.
Valeritas is a commercial-stage medical technology company that develops new Type II diabetes technology products aimed at improving the lives of patients with Type II diabetes. For more information about Valeritas and its V-Go product, read the full interview with The Wall Street Transcript.
Attorneys’ Fee Request Denied in Context of Merger Litigation 08/04/2016
Posted by Morse, Barnes-Brown Pendleton in Corporate, Legal Developments.Tags: Delaware Chancery Court, fee awards, Keurig Green Mountain, litigation, merger, shareholders
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On July 22nd, 2016, a Delaware Chancery Court judge denied a request for an award of attorneys’ fees and expenses in connection with Keurig Green Mountain Inc. shareholder litigation. The judge, Chancellor Andrew G. Bouchard, has taken a strong position against granting significant fee awards in the context of disclosure-only settlements in shareholder litigation.
For more insight on this case, read the full post written by corporate attorney Joe Marrow on our M&A Today blog.
Civil Penalties for HSR Violations Raised by FTC 08/03/2016
Posted by Morse, Barnes-Brown Pendleton in Legal Developments, M&A.Tags: Federal Trade Commission, FTC, HSR, inflation, mergers, mergers and acquisitions
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T
he Federal Trade Commission announced that the maximum civil penalty for violations of the premerger notification requirements of the HSR Antitrust Improvements Act of 1976 has increased from $16,000 to $40,000 per day. A premerger notification gives the FTC and the Department of Justice, which share jurisdiction over HSR, the ability to review a transaction for anti-competitive effects and determine whether to seek injunctive or other relief before it closes. This 150% penalty increase is due to “catch-up” inflation adjustments.
Learn more about this increase in the full post on our M&A Today blog.
Firm Client Applied BioMath Recognized in Greater Boston’s 2016 Small Business of the Year Awards 08/02/2016
Posted by Morse, Barnes-Brown Pendleton in Client News, Corporate, Life Sciences.Tags: Applied BioMath, chamber of commerce, client, drug invention, greater boston chamber of commerce, innovation, Life Sciences, small business, small business of the year awards
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MBBP is thrilled to announce that client Applied BioMath, LLC is one of ten winners of the 2016 Small Business of the Year Awards (SBOY), announced by The Greater Boston Chamber of Commerce. The SBOY recognizes smaller for-profit companies within the Greater Boston area who possess product innovation, workplace excellence, community and social responsibility, strong financial performance, and achievement in management.
Applied BioMath, LLC was founded in 2013 with the goal of transforming the quality and the economics of drug invention by applying advanced mathematical analysis at critical decision points in the drug invention process. The ten award winners will be recognized at the event “Nailed It: A Conversation with Successful Business Leaders”, which will be held on October 6th.
MBBP assisted Applied BioMath in drafting its various Service Agreements with customers, among other key legal services. Congratulations to our client in what is sure to be one of many successes!
MBBP Client Fanzcall Receives Backing from Red Sox’s David Ortiz 07/29/2016
Posted by Morse, Barnes-Brown Pendleton in Client News, Corporate, Games & Interactive Entertainment.Tags: baseball, big papi, david ortiz, entrepreneur, entrepreneurs, fanzcall, red sox, redsox, startup
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Fanzcall, an interactive live sports game app, announced that Boston Red Sox’s David Ortiz is now a shareholder in the Waltham-based startup company. Ortiz has an equity stake in the company, and will serve as an Ambassador. Fanzcall allows users to guess the outcome of at-bats during live games. It was founded by Anton Khinchuk and has already raised approximately $1.6 million through investors.
Regarding his involvement with Fanzcall, Ortiz remarked “I’m excited that the Fanzcall app allows baseball fans to become a part of the game they love… I love this opportunity to work with Fanzcall to extend my own love of the game, even after I retire.” The app is available for free in the App Store and in Google Play.
MBBP is thrilled to continue its work with client Fanzcall, and looks forward to witnessing its continued success!
Delaware Chancery Court Rules on “Fair Value” Doctrine 07/29/2016
Posted by Morse, Barnes-Brown Pendleton in Legal Developments, M&A.Tags: Chancery Court, Dell, DFC Global Corp., Fair Value, inc, mergers
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The Delaware Chancery Court recently rejected the long-standing doctrine that the merger price in an arm’s-length transaction always represents fair value. The court carved out exceptions to the doctrine in two cases specifically: Appraisal of Dell, Inc (May 31, 2016) and Appraisal of DFC Global Corp. (July 8, 2016). In both cases, the Chancery Court found that there were specific, enumerated factors that made the merger price inadequate as a measure of fair value, despite the fact that the seller in both cases ran an aggressive and thorough sales process.
Read the full article on our M&A Today blog.
Good News for Patent Holders 07/22/2016
Posted by Morse, Barnes-Brown Pendleton in Intellectual Property, Legal Developments, New Resources.Tags: HTC America, HTC Corporation, Immersion Corporation, inc, patent, patent applications, patent holder, U.S. Court of Appeals
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By: Lisa Warren
In what has been a seemingly rare occurrence in recent months, the U.S. Court of Appeals for the Federal Circuit recently issued a pro-patentee decision in Immersion Corporation v. HTC Corporation and HTC America, Inc., holding that a continuing application filed on the same day as the parent application issues as a patent satisfies the requirement that the continuing application be filed before the parent is patented. The decision noted the consistent judicial and agency interpretations of the statutory language at issue (35 U.S.C. 120) as supporting its decision, stating that, “…that history, we think, is so weighty as to be determinative.” A cheer undoubtedly arose from patent holders, as, according to the decision, over-turning the PTO’s position allowing priority claims for such filings would have affected the priority dates of more than 10,000 patents currently in force.
MBBP Client ConforMIS, Inc. Acknowledged for Patient Satisfaction with Knee Replacements 07/07/2016
Posted by Morse, Barnes-Brown Pendleton in Client News, Employment, Life Sciences, Medical Devices.Tags: client, clinical study, ConforMIS, employment law, joint replacement implants, knee replacement, medical technology
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ConforMIS, Inc., a medical technology company that manufactures and sells joint replacement implants, received positive results from its iTotal CR study. The iTotal CR is a fully customized implant for use in total knee replacement, and the study found that 92% of patients were satisfied with the product in the year after receiving a knee replacement. 
In developing, manufacturing, and selling joint replacement implants, ConforMIS uses its iFit Image-to-Implant technology, which allows for a customized implant specifically designed to fit an individual’s anatomy. The iTotal CR study included 300 patients in the United States, and is still ongoing. The interim study results were presented at the 2016 SICOT International Orthopaedic “Specialized Knee Surgery” Conference in Germany, which ran from June 30th to July 2nd.
The positive feedback is consistent with a previous study that showed that patients noted significantly higher satisfaction with the ConforMIS iTotal CR in their knee replacements, than with off-the-shelf implants. The positive results speak to the benefits of anatomically customized implants, and illustrate how ConforMIS’s products are making a positive and lasting impact in the joint replacement implant market.
To read more about the study and ConforMIS’s technology, read the full article.
