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7th Circuit Rejects Fee Only Settlement 08/25/2016

Posted by Morse, Barnes-Brown Pendleton in Client News, Corporate, M&A.
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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.

Attorneys’ Fee Request Denied in Context of Merger Litigation 08/04/2016

Posted by Morse, Barnes-Brown Pendleton in Corporate, Legal Developments.
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JCM Headshot Photo 2015 (M0846612xB1386)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.

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.
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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 Logo (M0887167xB1386)

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.
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logoFanzcall, 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!

Highlights from MBBP Life Sciences Series Panel 2 – Laying the Foundation for Growth: Entity & Equity 07/05/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Client News, Corporate, Events, Life Sciences, Venture Capital & Private Equity.
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On Wednesday June 22nd, the offices of Morse, Barnes-Brown & Pendleton were filled with a crowd of people for a life sciences panel discussion on “Laying the Foundation for Growth: Entity & Equity.”  Esteemed panelists included Marc Cote, COO of Accellient; Jeffrey Solomon, Managing Shareholder of Katz Nannis + Solomon; and MBBP’s own John Hession as moderator.

The panel explained to the audience the importance of understanding the different entity options when starting a new business, and JMH Headshot Photo 2015 (M0846571xB1386)provided important tips on how to pick the right fit for the business.  John Hession stated that when choosing an entity it is crucial to consider where you plan on heading with the business and the long-term goals, how long before you generate money, investments, exit strategy, and how long before you will be investing money of your own into the business.

Jeffrey Solomon explained that most investors will insist that your business is a Delaware C-Corp.  He detailed that although LLCs can be beneficial because of their pass through tax benefits, they also have more complexities with tax filings.  However, since C-Corps are able to receive 1202 tax treatment and exclude gains, C-Corps are typically preferred.  The panel also discussed equity strategic considerations, including restricted stock options, with Marc Cote describing the importance of filing an 83(b) within 30 days of executing the agreement.

These were merely a few of the insightful topics discussed at the 2nd Life Sciences Series Panel.  The next panel in September will be equally educational, so keep an eye out for further details, including registration information, on our site.

MBBP Partner Carl Barnes to be Panelist on MCLE M&A Program 06/10/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Client News, Corporate, Events, M&A.
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Carl Barnes (CFB)Carl Barnes will be featured as a panelist on the upcoming MCLE program “Representations, Warranties, Indemnification and Termination Provisions: Drafting and negotiating to allocate risk in business transactions”.

For more detail and for information on how to register, visit our M&A Today blog.

Massachusetts 2016 Tax Amnesty Program Ending Soon – Action May be Required by May 31, 2016 05/16/2016

Posted by Morse, Barnes-Brown Pendleton in Client News, Corporate, Litigation, Taxation.
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Businesses and individuals who owe Massachusetts back taxes may be able to take advantage of the Massachusetts 2016 Tax Amnesty Program.  Eligible participants may benefit by having the accrued penalties and interest on penalties related to their tax liability waived.massachusetts-department-of-revenue-squarelogo

The window for participating ends on May 31, 2016, however.  Go to the Massachusetts Department of Revenue website (here and here) to learn more.

MBBP Partner Joseph Martinez Participating in MIT Enterprise Forum’s Spring Start Smart Class 05/11/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Client News, Corporate, Employment, Events, Financial Services, Intellectual Property, Licensing & Strategic Alliances, MBBP news.
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Corporate partner Joseph Martinez will take part in MIT Enterprise Forum’s (MITEF) Spring Start Smart Class, which will run from May 23-June 20.  M0846610He will appear as a Guest Speaker during the third class, which will focus on legal issues for startups.  Specifically, Martinez will discuss the employment, financing, and intellectual property legal issues facing startups.

MITEF’s Spring Start Smart Class is an eight session program focused on providing expertise to entrepreneurs on how to launch a successful new business.  The program is structured as a hands-on workshop, and features guest speakers whose fields of expertise correlate with each class’s specific topic of discussion.

For more information and to register for the course, see the full details here.MITEF-Full-Color-e1438717228333

Startup Coalition Event! Wednesday May 25, 2016 05/06/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Client News, Corporate, Events, MBBP news, Venture Capital & Private Equity.
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Join the Startup Coalition at its next event, “Fundraising Environment for Consumer or B2C Startups in 2016”, on Wednesday, May 25th from 6pm to 8pm (EDT).  Startup-Coalition_LogoThe program will be held at WeWork, 745 Atlantic Avenue, Boston, MA 02111.

MBBP’s Michael Cavaretta is a co-founder of the Startup Coalition, and will moderate the panel discussing insights and questions relevant to consumer company entrepreneurs and investors.

Michael J Cavaretta (MJC)Panelists will include both investors and entrepreneurs.

Full event details and registration information can be found here.

Firm Client PMS Bites to be Featured on Shark Tank! 05/05/2016

Posted by Morse, Barnes-Brown Pendleton in Client News, Corporate, Events, MBBP news.
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MBBP client PMS Bites will appear on ABC’s Shark Tank on May 20, 2016.  PMS Bites are indulgent, yet nutritious, snack balls made to satisfy chocolate cravings during the week women need it most! All bites are gluten free, vegan, and made with all natural ingredients.logo

Tune in on Friday May 20th at 9pm to catch the episode!

TechSandBox Featured in Worcester Business Journal 05/04/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Client News, Corporate, Events, MBBP news, Telecommunications & Networking.
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The Worcester Business Journal highlighted Firm client TechSandBox in an article discussing the increasing presence of startup incubators.  TechSandBox Logo (M0654842xB1386)Barbara Finer, CEO and founder of TechSandBox, detailed the benefits and necessary components for a successful co-working space.  MBBP’s Howard Zaharoff serves on the Board of Directors for the Hopkinton based innovation center.  Read the full article for more details.

Additionally, MBBP’s relationship with TechSandBox allows our attorneys to serve as experts at TechSandBox events.  Josh French will be a panelist for TechSandBox’s unPanel event, which will be held tomorrow,  Thursday May 5th.

M&A Considerations for Venture-Backed Companies – Register now! 04/27/2016

Posted by Morse, Barnes-Brown Pendleton in Client News, Corporate, Events, M&A, MBBP news.
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MBBP to host a panel of experienced deal makers who will provide an insider’s perspective on what it takes to successfully position a venture backed company for sale and get a deal done. These panelists include Brady BohrmannTed Gillick, and Douglas Melsheimer. They all represent unique perspectives of a buyer, seller, and banker and each bring years of experience in venture-backed M&A.

Topics that will be addressed include positioning your company for a successful exit, various stakeholders in an M&A transaction, buyers assessing strategic fit, and best practices to ensure a smooth transaction and done deal.

The event will take place on Thursday, May 19th at 4:00pm at the Cambridge Innovation Center. Seating is limited – Register here.

 

 

Josh French Panelist for TechSandbox’s unPanel Event 04/20/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, Events, Telecommunications & Networking.
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Josh FrenchOn May 5th, Attorney Josh French will be a panelist at “Networking with a Twist: The Expert’s unPanel” presented by TechSandBox. On this panel will be ten experts in all different aspects of starting a business. Josh French will be representing the legal viewpoint.

The unPanel does not have a typical panel program outline and instead is an opportunity for attendees to ask the questions and steer the conversation. The event targets young companies, startup founders, and people considering starting a business. Topics could include contracts, banking, product prototyping, angel investors, and finding low cost resources.

For more information, visit the TechSandBox calendar.

 

 

MBBP Attorney Joe Martinez to Speak About The Art of Raising Capital 03/21/2016

Posted by Morse, Barnes-Brown Pendleton in Corporate, Events, Venture Capital & Private Equity.
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MITEF-Full-Color-e1438717228333Thursday, March 24, MBBP attorney Joe Martinez will be speaking at a session of the MIT Enterprise Forum of Cambridge’s Start Smart program.  The discussion will be about the Art of Raising Capital and Joe will be joined by Christopher Mirabile, Managing Director of Launchpad Venture Group and Chair of the Angel Capital Association board.

Start Smart is a hands-on workshop for new and seasoned entrepreneurs alike who are serious about launching a new business venture. The Start Smart program provides entrepreneurs with the information and contacts necessary to help start a new start-up venture in as successful a way as possible.

More information about the program and the full list of speakers can be found here or by contacting Joe.

Is there an Exit at the End of Your Rainbow? 03/17/2016

Posted by Morse, Barnes-Brown Pendleton in Corporate, M&A, Taxation.
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There was green alligators and long-neck geese.

There was humpy bumpy camels and chimpanzees.

There was catsandratsandelephants, but sure as you’re born

the lovliest of all was the Unicorn. 

– from “The Unicorn” by Shel Silverstein

unicornToday I am reminded of “The Unicorn,” by Shel Silverstein and popularized in song in the ’60s by The Irish Rovers.

Besides a catchy tune (which gets better by the pint), a “unicorn” is a start-up company whose value exceeds $1 Billion.

While not every start-up will be a unicorn, every start-up can hope for a favorable exit.

From a tax perspective, however, we have seen the excitement surrounding an exit be dampened by improper tax elections (e.g., S corporation elections, 83(b) elections), faulty granting of equity compensation, non-compliant deferred compensation plans, and incorrect state, sales and/or employment tax filings, to name just a few.

My message for you this St. Patrick’s Day:  Avoiding tax issues in M&A does not require the luck o’ the Irish, just competent tax advice.

Is it time to start thinking about securing your pot of gold? Contact Diana Española.

 

MBBP Attorneys Speaking at Upcoming swissnex Boston Seminar 03/09/2016

Posted by Morse, Barnes-Brown Pendleton in Corporate, Employment, Events, Intellectual Property.
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This Friday, March 11th MBBP Attorneys Scott Bleier, Stan Chalvire, and Maura Malone, will present to Swiss MBA students at swissnex Boston, the consulate of Switzerland. The panel will discuss legal standpoints on conducting business in the U.S., focusing on topics including corporate, employment, and intellectual property law.

For more information regarding this seminar, please feel free to contact a member of our team.

FAQ: How detailed should Board of Directors meetings’ minutes be? 03/03/2016

Posted by Morse, Barnes-Brown Pendleton in Corporate.
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Young entrepreneurs and corporate associates of emerging companies frequently ask: “How detailed should Board of Directors meetings’ minutes be?”  The short answer is: Do not delve into minutiae, other than precision for approval of equity issuances, option grants and material contracts.

How much detail should you add that might give investors or acquirers cause for unnecessary concern? Read the full response over on our VCs and Startups Blog or contact John Hession.

MBBP Publishes February M&A Today Newsletter 03/01/2016

Posted by Morse, Barnes-Brown Pendleton in Corporate, Intellectual Property, Legal Developments, M&A, Taxation.
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MA Today Banner (M0620645)Hot off the press!

Articles include:

  • Tips for Enforcing Indemnification Provisions
  • Permanent Exclusion of Gain on Sales of Qualified Small Business Stock
  • IP Due Diligence: Patentability vs. Patent Infringement

Get more info on our M&A blog or read the full newsletter.

 

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.

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