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

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Financial Services.
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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, 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.

MBBP’s 2016 M&A Year in Review 02/14/2017

Posted by Morse Barnes-Brown Pendleton in Corporate, Deal News, Internet and E-Commerce, M&A, Manufacturing, Retail & Service, Public Companies.
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The MBBP M&A team has extensive experience guiding clients through the complexities of M&A transactions in diverse markets. Over the last decade, we have represented hundreds of publicly-traded and privately-held companies in transactions, both buyers and sellers, valued from several million dollars up to hundreds of millions of dollars. For a sampling of our 2016 transactions, visit our M&A blog.

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MBBP’s Shannon Zollo and Josh French Discuss Quickly Enacting Trump Administration Policies in BBJ Article 02/10/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate.
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M0846567   Josh French

In an article in the Boston Business Journal, Corporate partner Shannon Zollo and corporate senior attorney Josh French discuss the importance for the Trump administration to act quickly in enacting new policies that were promised during Trump’s campaign. The potential legislation, including protectionist trade policies, corporate tax reform, increased infrastructure spending, and immigration reform, has left businesses feeling uncertain about how to move forward with their business strategies. Zollo and French argue that the Trump administration must act quickly to enact legislation in order to foster a more certain business environment.

For further detail, read the full article.

Mary Beth Kerrigan Was Encore Panelist at CLE Webinar on Venture Backed M&A 02/10/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, M&A, Venture Capital & Private Equity.
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M0846587Back by popular demand, corporate partner Mary Beth Kerrigan spoke on an encore panel of this year’s ABA Business Law Annual Meeting, titled “Venture Backed M&A: Special Considerations”.  Mary Beth and her fellow panelists discussed complex issues that commonly arise in acquisitions of venture-backed companies, including complicated waterfalls, the blurring of management incentives with purchase price, and much more.

Congratulations to Mary Beth on another job well done!

To learn more about the conference, visit the ABA’s event page.

MBBP Held Series A Venture Capital Financing Event at Cambridge Innovation Center on 2/2/2017 02/06/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Events, Venture Capital & Private Equity.
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MBBP’s corporate partner Scott Bleier moderated our VC group’s event, “Series A Venture Capital Financing: A Review of 2016 and a Look Forward to M08465002017″ at the Cambridge Innovation Center on Thursday, February 2nd. Scott led our panel of VC and angel investors through a series of critical questions regarding raising capital. Additionally, the presentation included a review of 2016 Series A financing activity and preferred stock terms, and a forecast of financing activity for 2017.

Make sure you’re on the invite for the next Venture Capital event! Read more on our VCs and Startups blog or sign up for VC Alerts.

 

MBBP’s Joshua Watson quoted in Bloomberg article discussing private equity tax and financial reform in the Trump era 01/30/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Venture Capital & Private Equity.
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Corporate partner Joshua H. Watson was quoted in a Bloomberg article discussing possible changes to the private equity industry during Donald Trump’s presidency. The article details the top three priorities for the private equity industry as Trump takes office: carried interest, interest deductibility, and changing Dodd-Frank registration requirements. jhw-headshot-photo-2016-m0966396xb1386

Regarding Dodd-Frank requirements, Josh notes that if the reform act passed by Obama’s administration is rolled-back, particularly in regards to registration requirements for private equity firms, there could be bipartisan political support for exempting more small firms from registering. Specifically, Josh states that “if small to mid-sized managers are able to spend less of their resources on compliance, they will have more resources available for making and managing investments.”

For further detail, read the full article or contact Josh directly.

Revised HSR Thresholds 2017 01/27/2017

Posted by Morse Barnes-Brown Pendleton in Client News, Corporate, M&A.
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On January 19, 2017, the Federal Trade Commission (FTC) issued its annual press release announcing revised jurisdictional thresholds for 2017 in connection with reportable jmc-headshot-photo-2015-m0846508xb1386transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). These new HSR thresholds will go into effect 30 days after they are published in the Federal Register, which is expected to happen in late February.

For more information about the revised thresholds, read the full post written by corporate attorney Jonathan M. Calla on our M&A Today blog.

Czarnecki and Chalvire Elevated Within the Firm 01/18/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate.
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M0846543    M0846516

We are pleased to announce that Dave Czarnecki and Stan Chalvire have been elevated to Member.

Dave joined the Firm in 2006 and was promoted to Senior Attorney in 2011. Dave is exceptionally proficient in guiding both buyers and sellers through a wide range of corporate transactions, including mergers and acquisitions, private equity transactions, venture capital financings, and joint ventures. Primarily a member of the firm’s corporate group, Dave also has a background in taxation and finance, and consequently brings an uncommon perspective to transactional matters.

Stan joined the Firm in 2009 as an Associate and was promoted to Senior Attorney in 2013. Stan is a Registered Patent Attorney, specializing in the licensing of intellectual property and related counseling.  Stan advises clients in developing and implementing strategies to protect their intellectual property and advises clients with respect to a variety of related strategic collaborations, with a particular focus on clients in the life sciences industry. Prior to beginning his legal career Stan practiced as a Registered Pharmacist in both clinical and retail settings.

Congratulations to both!

Please feel free to contact Dave or Stan directly.

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