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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.

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.

Mike Cavaretta Moderating Startup Coalition Panel on Avoiding Legal Snafus 09/12/2017

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Michael J Cavaretta (MJC)Corporate attorney Mike Cavaretta will moderate the Startup Coalition panel “An Ounce of Prevention: How Startups Can Avoid Legal Snafus.” The panel of startup and legal veterans will discuss on which legal precautions startups should focus their limited resources in order to reduce the likelihood of long term consequences on their business.

The panel will take place on September 20th at WeWork. View the event page for more information and registration details.

Carl Barnes Comments on Earnout Disputes in Startup Acquisitions in Wall Street Journal 09/05/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Life Sciences, M&A.
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CFB Headshot Photo 2015 (M0846497xB1386)The Wall Street Journal article “Rise of ‘Earnouts’ Muddies M&A Waters” discusses the increasing landscape of earnout agreements in startup acquisitions. As the article states, earnout agreements are often used in order to settle differences over a company’s valuation, but are frequently leading to disputes over milestone payments. MBBP corporate partner Carl Barnes remarks that:

Concern about the potential for earnout disputes is leading startups to take proactive measures, such as creating escrow accounts to fund legal battles. Typically, funds for the escrow come off the top of the cash paid up front. If the funds are never used, they are disbursed to shareholders.”

Additional measures involve how the earnout agreements are initially structured and negotiated within the deal. For more information, read the full article.

Mike Jabbawy Participating on Shoobx Startup Panel 08/08/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Events, Venture Capital & Private Equity.
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MRJ Headshot Photo 2017 (M1047116xB1386)On September 26, corporate partner Mike Jabbawy will take part in the panel “How to Start a Startup”. The panel is part of Shoobx’s Startup Series, which features real life stories from startup founders, investors, and community members. Items of discussion will include choosing a form of entity for a business, choosing co-founders, and how to find assistance to get your business off the ground.

For more information, including registration details, visit our VCs and Startups blog.

Scott Bleier Moderating ABA Venture Capital Webinar This Thursday 07/24/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Events, Venture Capital & Private Equity.
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M0846500This Thursday, July 27th, beginning at 1pm EST, corporate attorney Scott Bleier will moderate the ABA Business Law Section webinar “Roadmap of a Venture Capital Deal“. The panel will cover various topics of the lifecycle of a venture capital financing transaction.

Visit our VCs and Startups blog for more information about the webinar and details on how to register.

Corporate Attorney Shannon Zollo Explains In-House Counsel’s Role in Due Diligence 07/05/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Intellectual Property.
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M0846567In Corporate Counsel’s article “10 Uber In-House Attorneys Saw Due Diligence Report in Battle With Alphabet“, Shannon Zollo comments on the role of in-house counsel in the due diligence process. The article discusses a due diligence report from Uber’s acquisition of Otto, in which Alphabet claims there is proof that Uber knowingly acquired stolen intellectual property. As such, the importance of the due diligence process is highlighted and, in particular, in-house counsel’s role in the process.

Shannon explains that the goal of the due diligence period is to review a target company in a merger or acquisition and ascertain whether or not there are any potential issues. He notes:

The purpose of a diligence report is to understand as best as is possible before you close, the nature of the target and whether that target fits within your acquisition profile across the board.”

If any issues do arise, Shannon states that the buyer’s internal team has to discuss the next best steps and that “in-house counsel should be deliberate in trying to maintain privilege”.

For more information from Shannon on the due diligence process read the full article.

The Risks of Using Finders and Unregistered Brokers 06/21/2017

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)Private fund managers often use placement agents, finders, and other intermediaries to help raise capital for their investment funds. Using an intermediary that has failed to register as a broker-dealer, however, is fraught with risk. In his article “The Risks of Using Finders and Unregistered Brokers”, private funds attorney Josh Watson cautions against using unregistered brokers and describes how to determine when an intermediary should be registered.

Read the full article on our website. For more information, please contact Josh Watson or a member of our PIFA practice.

Registration Exemptions for Investment Advisers 06/08/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Financial Services, MBBP news, Private Investment Funds & Advisers, Venture Capital & Private Equity.
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JHW Headshot Photo 2016 (M0990045xB1386)When may an investment adviser avoid registering with the Securities and Exchange Commission? Private funds attorney Josh Watson answers this question in his article “Registration Exemptions for Investment Advisers” that summarizes the requirements of two registration exemptions that are available to managers of private investment funds.

To learn about the two registration exemptions read the full article on our website. For more information, please contact Josh Watson or a member of our PIFA practice.

Encore Event! Strategic Alliances: Pot of Gold or Pretty Poison? – Life Sciences Series, June 28 06/05/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Events, Life Sciences, MBBP news.
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JMH Headshot Photo 2015 (M0846571xB1386)Due to overwhelming demand for our April 28 “Strategic Alliances: Pot of Gold or Pretty Poison?” event, we will be holding another round on Wednesday, June 28 at the Cambridge Innovation Center (CIC). Moderated by corporate attorney John Hession, a panel of business development experts will explore various research and collaboration structures, from options to license to comprehensive collaboration partnerships. The panel will discuss various licensing vehicles, the importance of concise fields of use descriptions, sample economics, and conventional transaction structures.

Space is limited! View our event page for more information and to register for the event.

Tales from the Trenches: Reflections on Successful Exits – Venture Capital Event, May 18 04/28/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Events, MBBP news, Venture Capital & Private Equity.
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M0846500Our Venture Capital team will be hosting a panel event, Tales from the Trenches: Reflections on Successful Exits, on Thursday May 18 at the Cambridge Innovation Center (CIC). Moderated by corporate partner Scott Bleier, a panel of entrepreneurs will share stories about how they built and eventually sold their companies to large strategic acquirers.

Space is limited! View our VCs and Startups blog for more information, including how to register.

MBBP’s Life Sciences Vector Newsletter, Spring 2017 04/20/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Intellectual Property, Life Sciences, MBBP news, New Resources.
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Our Life Sciences team has published the Spring 2017 edition of its newsletter, Vector. Below you will find brief descriptions of the news and articles included in the publication. Read the full newsletter for more information.

DAVID CZARNECKI AND STANLEY CHALVIRE ELEVATED WITHIN THE FIRM

We are pleased to announce that David Czarnecki and Stanley Chalvire have been elevated to Member. Dave is exceptionally proficient in guiding both buyers and sellers through a wide range of corporate transactions. Stan is a Registered Patent Attorney, specializing in the licensing of intellectual property and related counseling.

AMANDA PHILLIPS NAMED 2017 UP & COMING LAWYER

Litigation associate Amanda Phillips has been named a 2017 Up & Coming Lawyer by Massachusetts Lawyers Weekly. The recognition is awarded to a select number of attorneys who have been practicing for fewer than 10 years but whose professional achievements are noteworthy and whose service to the community is also significant.

CORPORATE ATTORNEY MICHAEL JABBAWY JOINS FIRM AS PARTNER

Michael’s practice is focused primarily in the areas of emerging and growth technology companies, venture capital, M&A transactions, and corporate governance. As a member of the Corporate Department, Michael advises technology and other emerging companies through each stage of growth. Prior to joining MBBP, Michael was a member of the Technology Companies group at Goodwin Procter LLP.

RECENT LIFE SCIENCES TRANSACTIONS

MBBP represented several clients in life sciences transactions, including iSpecimen, Orionis Biosciences, First Light Biosciences, and Manus Biosynthesis. The transactions ranged from convertible debt to equity investments. Learn more on page 2.

FREEDOM TO OPERATE: PREVENTION IS THE BEST MEDICINE

Launching a new product or service can be fraught with uncertainty and involve large expenditures of limited resources. An FTO opinion can reduce uncertainty and provide some insurance against loss from an unfavorable finding of infringement of another’s patent. An FTO opinion makes a determination whether a product or service infringes issued patents. In other words, the opinion indicates whether or not there is “freedom to operate” the product or service within the patent landscape. Often, FTO opinions also identify patent applications that, if later issued as patents, may be problematic. Read the full article on page 2.

THE PATENT PROCESS: GET ON THE FAST TRACK

One of the biggest frustrations for patent applicants is the incredibly slow pace at which an application proceeds from filing to receipt of a substantive examination report to allowance. On average it takes 15.7 months for a patent application to receive even a first substantive examination report, though there is significant variability across technology areas. The Patent Office has recognized this problem and implemented several initiatives which attempt to address the problem from different angles. Two programs in particular have gained traction: the Patent Prosecution Highway (PPH) and Track One Prioritized Examination. Continue reading for more information about these programs.

OWNERSHIP OF ARISING INVENTIONS IN JOINT DEVELOPMENT AGREEMENTS

Collaboration remains a valuable means of fostering innovation and advancing scientific, clinical and commercial objectives. Towards that end, two or more parties contemplating a collaboration often consider entering into a Joint Development Agreement, where they define, among other things, their respective contributions and responsibilities towards their common objectives. These types of collaborations require a careful and thorough consideration of the disposition of intellectual property rights that may arise as a result of each party’s performance of its responsibilities under such collaborations. Read more starting on page 3.

GUEST COLUMN:
FOR SKILLED IMMIGRATION TO THE U.S., THE TIMES, THEY MAY BE CHANGING

The last year of the Obama Administration saw an increased activism by President Obama in the area of skilled immigration. Through Executive Orders and regulations, the President made a number of important changes including providing Employment Authorization for spouses on H-4 visas, increasing the period of post-graduate employment authorization for foreign students in STEM fields (Science, Technology, Engineering and Mathematics), increasing the number of academic fields included in STEM and formalizing a grace period for foreign nationals on H-1B visas that find themselves between jobs. Read the full article beginning on page 5.

MBBP Corporate Attorneys Represent Mosse & Mosse Associates in Acquisition of Certain Assets by Risk Strategies Company 04/12/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Client News, Corporate, Deal News, MBBP news.
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A team of Morse Barnes Brown Pendleton attorneys, led by Joe Marrow, Dave Czarnecki, Kelly Hinkel and corporate paralegal Yongha Lee, recently represented our client Mosse & Mosse Associates, LLC in a sale of certain assets to Risk Strategies Company. Mosse & Mosse provides its client base with both employee benefits and retirement plan consulting services. Risk Strategies Company, a privately-held, rapidly-growing national insurance brokerage and risk management firm, has expanded its employee benefits practice and expertise through the Mosse & Mosse acquisition. The sale of assets did not include Mosse & Mosse’s benefits business related to municipalities and educational institutions, and MBBP will continue to represent Mosse & Mosse in that on-going enterprise.

Strategic Alliances: Pot of Gold or Pretty Poison? – Life Sciences Series Panel 4 Event, April 28 04/11/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Events, Licensing & Strategic Alliances, Life Sciences, MBBP news.
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JMH Headshot Photo 2015 (M0846571xB1386)Our Life Sciences Series Panel 4 event, Strategic Alliances: Pot of Gold or Pretty Poison?, will be held on Friday, April 28 from 7:30-10am in our Waltham office. Moderated by corporate attorney John Hession, a panel of business development experts from Big Pharma and Small Biotech explore various research and collaboration structures, from options to license to comprehensive collaboration partnerships. We will discuss various licensing vehicles, the importance of concise fields of use descriptions, sample economics, and conventional transaction structures.

View our event page for more information and to register for the event.

Early-Stage Life Science Financing: Event Recap 04/05/2017

Posted by Morse Barnes-Brown Pendleton in Corporate, Life Sciences, MBBP news.
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By: Erin Bryan

On Thursday, March 30th, MBBP kicked off an Innovations in Life Sciences event at the Cambridge Innovation Center by hosting a panel entitled “Money and Molecules: Early-Stage Life Science Financing“. The panel included Jeffrey Arnold, President & CEO of Arnold Strategies, LLC; Timothy Sullivan, Partner at Aju IB Investment; John Tagliamonte who serves on the Advisory Board of Cocoon Biotech; Caleb Winder, Managing Director of Excel Venture Management; and MBBP’s own John Hession as moderator.JMH Headshot Photo 2015 (M0846571xB1386)

The panel provided a discussion on financing strategies for young life science companies, ranging from how to get in the door with investors to what will make your company attractive for financing. It may be surprising to many, but the entire panel echoed the fact that the financing process will take longer than is generally expected. If available, it is recommended to seek grant and other non-dilutive funding in addition to any equity financing.

The panelists identified a number of factors that they consider when a company is seeking financing, including how well the company has examined the market, identified a regulatory and a reimbursement path, understood the economics of the customer, and filed for patent protection. Additional considerations include how well the company will fit with the portfolio strategy of the investor, and how complete the management team is. Many investors will also be looking to see where in the pipeline the company’s research currently is. In general, investors want to see that the company has at least reached the molecule stage and has some small animal data supporting its research, although exceptions may always be made depending on the strength of the management team, the marketing opportunity, and the science.

These were merely a few of the interesting points discussed by the panel. Save the date for our next life sciences panel “Strategic Alliances: Pot of Gold or Pretty Poison?” (the 4th in the Life Sciences Series), which will be hosted at MBBP’s Waltham office on Friday, April 28. The panel will discuss strategic alliances between big pharma and small biotech.

Boston University Senior Business Lecturer Greg Stoller Shares Top Four Asian Business Trends 03/22/2017

Posted by Morse Barnes-Brown Pendleton in Client News, Corporate.
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Greg Stoller, a friend of the firm and a senior lecturer at BU’s Questrom School of Business, recently returned from a visit to Asia, which included visits to 10 firms in Shanghai and Hong Kong. Among the insights he gained:

Many of the firms are ditching long-term strategic planning in favor of speed and agility, in order to obtain short-term profits and keep competitors at bay.”

In his article “Four Asian Business Trends Happening in Real Time” Greg shares the top 4 trends he experienced in the way business is conducted in China and its neighbors.

Dave Czarnecki Xconomy article: “Tax Reform and Choice of Business Entity” 03/16/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Taxation.
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M0846543In his new article for Xconomy, “Tax Reform and Choice of Business Entity“, corporate and tax partner Dave Czarnecki discusses how the decision of choice of entity for an entrepreneur’s business has both tax and non-tax implications. The decision is especially important given the impending White House tax reform plan, which could include a reduction in corporate tax rates.

Dave poses the question:

“If the anticipated changes are adopted, should entrepreneurs be more willing to organize their business as a C-Corporation, rather than an entity that is taxed on a pass-through basis?”

Dave discusses this question and potential tax reform and the implications for businesses in the Xconomy article.

Early-Stage Life Science Financing Event – March 30 03/09/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Events, Life Sciences, MBBP news.
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JMH Headshot Photo 2015 (M0846571xB1386)Don’t miss our next event, Money and Molecules: Early-Stage Life Science Financing, on Thursday, March 30 from 3:30-5pm at the Cambridge Innovation Center. Moderated by corporate attorney John Hession, a panel of experts will discuss the current complex financing environment for early-stage life science companies. Among other topics, the panel discussion will include:

  • Formulate a comprehensive and coherent financing strategy
  • Construct a financing strategy that fits the company’s timetable and milestones
  • Understand and handle the disadvantages of taking money from different investor types
  • Understand and leverage the advantages of different classes of investors
  • Optimize their chances for success

View our event page for more information and to register for the event.

Chip Wry Discusses Entity Choice and Tax Reform in Accounting Today 03/02/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Taxation.
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Accounting Today’s article titled “To LLC or not to LLC: Entity choice and tax reform“, discusses the importance of choosing the correctM0846619 type of entity to use when forming a business, and the possible impact of an upcoming tax reform. Tax attorney Chip Wry states that while the exact outline of the tax reform is unknown, “it will be similar to the GOP Blueprint. Both the Trump plan and the Blueprint call for lower corporate and individual rates, and an intermediate pass-through rate.” Chip goes on to explain the various tax considerations of choosing a business entity and the scenarios a tax reform may present.

For further detail, read the full article.

You may also be interested in: Tax Considerations in Choosing the Proper Form of Business Entity

Ryan Perry Discusses Profits Interests and their Potential Business Benefits and Caveats in New Article 02/27/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Taxation.
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rjp-headshot-photo-2016-m0949892xb1386One of the first and most important tax-driven decisions a founder must make is the type of entity in which to house his or her venture. Though much ink has been spilled over the pros and cons of choosing a corporation versus a limited liability company, or LLC, one thing is certain: most folks understand corporations better than LLCs. And who could blame them? LLCs can be complicated entities – so flexible that they often seem downright weird. As a result, even when a founder decides that an LLC is the right fit, it is often structured to look as much like a corporation as possible. We denote membership interest as stock-like units, we view boards of managers simply as directors by another name, and yes, we sometimes even issue options to employees. Equity compensation strategies in the world of the LLC, however, can be much thornier propositions than they are for the humble corporation.

For more information about profits interests and other equity compensation strategies, read the full article or contact Ryan Perry.

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