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Clearing Away Cloud Confusion; MBBP Team to Illuminate Intricacies of Buying and Selling Cloud Services 02/01/2016

Posted by Morse, Barnes-Brown Pendleton in Computer Software & Hardware, Corporate, Events, Intellectual Property, Licensing & Strategic Alliances, Privacy and Data Security, Telecommunications & Networking.
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Lawyers for technology companies are increasingly asked to assess the risks of client companies shifting from standard sales and licenses to a cloud model, and lawyers for every company need to assess the pros and cons of receiving core technology as a service over the internet. On Wednesday February 3rd, at a NECCA (New England Corporate Counsel Association, Inc.) seminar  held at the Westin Waltham from 10:00 to noon, MBBP attorneys Howard Zaharoff, John Hession, Mark Tarallo and Faith Kasparian will address the complexities of cloud computing and offer guidance to in-house counsel and other professionals advising their clients on these critical issues.

Among the topics to be covered are understanding the legally relevant features of cloud computing, identifying the key contract issues, recognizing the terms a standard vendor contract should contain, and discovering the implications of  recent developments in data privacy, particularly in the EU, for companies that are purchasing or selling cloud services.

To explore these and many other aspects of this complex and rapidly -evolving subject, reserve your space for this important and edifying NECCA seminar. Lunch will be served at 12:30 p.m.

Q3 Venture Capital Data Published – Get it here! 12/31/2015

Posted by Morse, Barnes-Brown Pendleton in Corporate, Legal Developments, MBBP news, Venture Capital & Private Equity.
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MBBP’s Q4 VC Spotlight Newsletter is fresh off the press. This quarter we provide an analysis of data for 23 companies that closed their first institutional round of financing in the third quarter of 2015.

Here’s one of several charts available in our publication. Visit our VCs and Startups blog to learn more.

2015dealtermsQ3

Further data analysis, as well as featured articles, can be found in this quarter’s VC Spotlight Newsletter.

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.

JCMVideo3

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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M&A Video Clip – Post-Closing Indemnifications: Common Issues in M&A Transactions 11/23/2015

Posted by Morse, Barnes-Brown Pendleton in Corporate, M&A, New Resources.
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In the ninth video of MBBP’s M&A Clip Series, M&A attorney Mary Beth Kerrigan describes post-closing indemnifications in M&A transactions.

M&A Clips Video #9 - Post-Closing Indemnifications in Purchase Agreements

M&A Video Clip – Working Capital Adjustment: Common Issues in M&A Transactions 11/03/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, M&A, New Resources.
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In the sixth video of MBBP’s M&A Clip Series, M&A attorney Scott Bleier explains why working capital is a vital piece of the M&A transaction.

M&A Clips Video #6 Common Issues in M&A Transactions- Working Capital Adjustment

MBBP Attorney to Discuss Judicial Developments Pertaining to Venture Capital at ABA WebEx Meeting 10/14/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, Events.
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Corporate Attorney Scott BleierOn Friday, October 23 from 1-2pm, MBBP Corporate Attorney Scott Bleier will sit as one of four panelists at a WebEx meeting hosted by the Private Equity and Venture Capital Committee of the American Bar Association. The panelists will discuss important cases that are to be featured in the upcoming Annual Survey of Judicial Developments Pertaining to Venture Capital.

For the first time ever, the Annual Survey will be a featured article in The Business Lawyer, the very influential and widely read publication of the ABA that it is published on a quarterly basis each year.

Scott’s article, a case study of In Re Nine Systems Shareholders Litigation,  will be published this month in the newest issue of The Business Lawyer.

To learn more or to register for this event, please feel free to email MBBP directly.

M&A Video Clip – Escrow: Common Issues in M&A Transactions 10/14/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, M&A.
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In the fifth video of MBBP’s M&A Clip Series, M&A Attorney Joe Marrow discusses escrow (or a hold back) which is common in most merger and acquisition transactions.

JCMvideo

M&A Video Clip – HSR Act and Timing Issues 10/05/2015

Posted by Morse, Barnes-Brown Pendleton in Corporate, Legal Developments, M&A, New Resources.
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In the fourth video of MBBP’s M&A Clip Series, Corporate attorney Mark Tarallo addresses HSR Act and timing issues related to closing an M&A transaction.

mjtHSRvideo

Did you miss last week’s topic? No problem. Check our archive.

Bureau of Economic Analysis – Five-Year Benchmark Survey 06/25/2015

Posted by Morse, Barnes-Brown Pendleton in Corporate, Legal Developments.
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By Joshua E. French

frenchWhat is this?

The Bureau of Economic Analysis (BEA) regularly analyzes data related to US investment in foreign corporations.  Many large companies are specifically requested to provide data which is included in semi-annual and annual reports.  Every five years, however, the BEA produces a more comprehensive five-year benchmark survey (the last one occurred for fiscal year 2009).

How does this affect me?

At the end of last year, the BEA adopted a new rule pursuant to the International Investment and Trade in Services Survey Act, which changed the requirements for who had to report data for the benchmark survey.  Whereas prior benchmark surveys only required responses from those companies specifically requested by the BEA, the new rule mandates that U.S. Persons (including individuals, business entities, trusts, funds, etc.) that owned, directly or indirectly, at least 10% of the voting securities of a “Foreign Affiliate” (essentially any entity governed by the laws of another country) during 2014, must complete the reporting requirements for themselves and each such foreign affiliate.

What are some examples?

  • A U.S. parent entity with foreign subsidiaries.
  • The general partner of a U.S. private fund which has investments in foreign portfolio companies.
  • A U.S. person which manages an offshore private fund.

What if I don’t fill it out?

Failing to file could result in civil penalties of up to $25,000 or injunctive relief.  Willful failure to file could even result in criminal penalties of up to a $10,000 fine and imprisonment for up to one year.

What does this report entail?

Each U.S. Reporter must file one BE-10A form for its domestic consolidated business.  If the domestic business enterprise’s total assets, sales or gross operating revenues excluding sales taxes or net income after taxes exceeds $300 million (either positive or negative), you must complete the entire form.  If the U.S. Reporter doesn’t meet this threshold, it only needs to report certain sections.  The BE-10A form asks for information regarding the U.S. Reporter’s business sector, sales and employment information, contract manufacturing services, financial data (limited if the $300 million threshold is not met, more significant if the threshold is met) and import and export data.

What about for the foreign affiliates?

For each “Foreign Affiliate” for which the U.S. Reporter is required to provide data, you must file a Form BE-10B, BE-10C or BE-10D.

  • You file a Form BE-10B if the Foreign Affiliate (i) is majority-owned by the U.S. Reporter AND (ii) its total assets, sales or gross revenue (excluding taxes) or net income (after foreign income tax) exceed $80 million (positive or negative).
  • You file a Form BE-10C if the Foreign Affiliate (i) (1) is minority-owned by the U.S. Reporter AND (2) its total assets, sales or gross revenue (excluding taxes) or net income (after foreign income tax) exceed $80 million (positive or negative); OR (ii) if its total assets, sales or gross revenue (excluding taxes) or net income (after foreign income tax) exceeds $25 million but is less than $80 million (positive or negative); OR (iii) if the Foreign Affiliate is the parent of another Foreign Affiliate which has to file a Form BE-10B or BE-10C.
  • You file a Form BE-10D if the Foreign Affiliate doesn’t meet any of the above criteria.

The BE-10B is extremely detailed, seeking information regarding location, when it was formed, the ownership breakdown, what industries it is involved in, financial and operating data, and investments and transactions between the U.S. Reporter and the Foreign Affiliate.  The entire form is 24 pages and you would have to complete one form for each Foreign Affiliate that meets the criteria set forth above.

The BE-10C is slightly less burdensome (16 pages) and covers much of the same information as above, with slightly less detail.

The BE-10D is very straightforward.  A U.S. Reporter can list every Foreign Affiliate which meets the criteria for BE-10D on one form and only needs to list for such affiliate its name, location, industry code, number of employees, the U.S. Reporter’s ownership percentage, total assets, total liabilities, gross revenues, net income or loss after income tax, and any intercompany debt between the Foreign Affiliate and the U.S. Reporter.

Is this confidential?

Yes.  The BEA is not permitted to identify the individual respondents to the Benchmark Survey and may not share responses with other government agencies (including the IRS).  The information provided may only be used for analytical and statistical purposes.

When is it due?

The deadline is June 30, 2015.  There is an opportunity to request an extension through no later than August 31, 2015, but the request must be filed by June 30, 2015.

For more information contact Josh French.

M&A Video Clip: Investment Banker Engagement Letters 06/22/2015

Posted by Morse, Barnes-Brown Pendleton in Corporate, Legal Developments, M&A, New Resources.
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The second video in MBBP’s M&A Clip Series addresses the necessity of Investment Banker Engagement Letters. Corporate attorney Shannon Zollo gives a brief overview.

Catch Shannon next week discussing another common issue in M&A transactions: Cash vs. Equity

SSZvideo

Did you miss last week’s topic? No problem. Check our archive.

VIDEO: Common Issues in M&A Transactions: Deal Structure 06/15/2015

Posted by Morse, Barnes-Brown Pendleton in Corporate, Legal Developments, M&A, New Resources.
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Head on over to MBBP’s YouTube page and enjoy the 1st in our 2015 M&A Clips Series. Attorney Scott Bleier discusses Deal Structure and other common issues in M&A transactions, as well as practical information on how to avoid complicated, expensive and time-consuming pitfalls.

Make sure to visit the M&A Blog too. You won’t want to miss Video 2 – Investment Banker Engagement Letters!

Also – have you registered for next week’s seminar: Tax Issues in M&A Transactions? Space is filling quickly!

SRBvideo

MBBP’s Joe Martinez to Discuss Fundamentals of Raising Start-Up Capital Through the Internet – Upcoming MCLE Program 06/12/2015

Posted by Morse, Barnes-Brown Pendleton in Corporate, Events, Public Companies.
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Corporate Attorney Joseph MartinezMBBP Corporate Attorney Joseph R. Martinez will be among the faculty presenting at MCLE New England‘s upcoming program “Fundamentals of Raising Start-Up Capital Through the Internet” on Thursday, June 18th from 8:00 am to 12:00 pm.

In this new program, leading practitioners in the field will analyze the legal and business points of internet-based fundraising in a small, highly-focused, fast-paced conversational setting.

To learn more or to register for this event, please visit MCLE.

For more information, please feel free to contact Joe Martinez directly.

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!

 

 

Employment Law Update: Proposed Sick Leave Regulations 04/30/2015

Posted by Morse, Barnes-Brown Pendleton in Corporate, Employment, Legal Developments, New Resources, Public Companies.
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As we previously advised clients, on November 4 Massachusetts voters approved a ballot measure entitling employees to earned sick leave, which goes into effect on July 1, 2015. The Massachusetts Attorney General recently issued proposed regulations on the application and enforcement of the new law.

To learn more about the MA Sick Leave Law or the proposed regulations, please visit our Employment Law blog.

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 LLCs 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.

Upcoming Boston IE Club Panel at Venture Cafe 03/05/2015

Posted by Morse, Barnes-Brown Pendleton in Corporate, Events, Legal Developments, New Resources, Public Companies.
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2015-03-03_10-20-57On Wednesday March 11, 2015, Innovation & Enterprise Business Club (The IE Club) will host an event entitled “Successful Partnerships Between Large And Small Companies Building Great Success With… Very Different Teams Working Together: How To Make It Work”. The panel will feature several CEOs of small companies sharing their views of company best practices, as well as practices to avoid (internet/enablers/innovative services). This event will be held at the Venture Cafe at the Cambridge Innovation Center from 5:30 pm – 8:00 pm, and is complimentary.

Moderator:

David Feinberg, Esq. Feinberg Hanson LLP

Panel:

Robert Kalocsai, Founder, Software Continuity
Bernard Haurie, General Manager, Geopost
Ann Halford, Executive Director of Digital Technology, Boston University
Daniel Behr, CEO at Slips Technologies

 

MBBP’s Robert M. Finkel is a board member of IE Club of Boston. To learn more or to register for the event, please visit The IE Club.

Insights on Corporate Venture Capital 03/04/2015

Posted by Morse, Barnes-Brown Pendleton in Corporate, Legal Developments, New Resources, Public Companies, Venture Capital & Private Equity.
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Corporate Attorney Scott BleierLast week, MBBP’s Scott Bleier attended a panel discussion hosted by the Johnson & Johnson Boston Innovation Center, which featured three corporate venture capitalists from Sanofi-Genzyme Bioventures, Boehringer Ingelheim Venture USA Inc. and Johnson & Johnson Development Corp.  In a very informative and candid discussion, the panelists shared the investment philosophies behind their companies’ CVC funds, what issues they consider when making an investment and their insights for start-ups seeking access to CVC funding.  The panel revealed several points of apparent consensus in the CVC community while also highlighting a divergence of philosophical approach in certain important areas.

To learn more about the panel discussion regarding CVC funds, please visit our VCs and Start-Ups blog.

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