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MBBP’s Client Abpro Collaborating with MedImmune on Medical Advancement 12/01/2016

Posted by Morse, Barnes-Brown Pendleton in Client News, Corporate, Life Sciences, Medical Devices.
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MBBP’s client Abpro, a pioneer in the field of industrial biochemistry, has recently entered into a Collaboration Agreement with MedImmune, the global biologics research and development arm of AstraZeneca. The collaboration will advance the development of a preclinical, novel bispecific antibody targeting angiopoietin-2 and vascular endothelial growth factor (Ang2-VEGF). Abpro will contribute its strong scientific, technical and clinical expertise to this partnership, along with its core technology platform, DiversImmuneTM, which will be utilized to further develop the bispecific antibody. Ian Chan, CEO and co-founder of Abpro, has expressed the Company’s enthusiasm towards collaborating with MedImmune, as the two businesses work together to advance these innovative therapeutics into the clinic.

For more information, read the full article.

MBBP and Attorneys Earn “Best Law Firms” and “Best Lawyers” Rankings 11/30/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, MBBP news, Taxation, Venture Capital & Private Equity.
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Morse, Barnes-Brown & Pendleton PC is pleased to announce it has received national and regional rankings in the U.S. News & World Report / Best Lawyers® “Best Law Firms” listing for 2017. To be eligible, firms must have attorneys who are listed in the current edition of the Best Lawyers in America.

MBBP has received national rankings in three practice areas — Tax Law (Tier 2), Tax Litigation (Tier 2), and Venture Capital Law (Tier 3) — and Boston metropolitan rankings in three areas — Tax Law (Tier 1), Tax Litigation (Tier 1) and Venture Capital Law (Tier 3).

Additionally, venture capital attorney John Hession was selected for inclusion in the Best Lawyers in America® in Venture Capital Law, for its 2017 edition, and tax attorney Robert Finkel was selected for inclusion in the Best Lawyers in America® in the areas of Tax Law and Tax Litigation and Controversy for the 2017 edition.M0846558JMH Headshot Photo 2015 (M0846571xB1386)

MBBP is proud of our impressive Tax and Corporate departments and of the Firm’s recognition.

NYSE’s Corporate Board Member Online Magazine Brings in MBBP’s Carl Barnes for Insights on D&O Liability 11/17/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, Financial Services, Litigation, M&A.
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CFB Headshot Photo 2015 (M0846497xB1386)NYSE‘s publication, Corporate Board Member, has recently published an article, “Sidestepping D&O Liability”. This piece brings to light the year 2015 as a record-breaking one for securities litigation against directors and officers, and how this trend is continuing into 2016. The level of whistleblower activity has significantly increased, as exemplified by the astonishing 119 filings of new federal class-action securities cases, and complementing this increase is the substantial decrease in the settlement sizes of these suits.

MBBP’s Carl Barnes, who specializes in director and officer liability, was asked to discuss precautions and to offer his counsel on this subject. Throughout the article, Carl is often cited offering advice on the various types of director liability and the methods in which to avoid litigation. Carl explains that directors are under fierce scrutiny in order to ascertain whether or not they have satisfied their duty of care, as this is the item that drives litigation. In order to minimize, or even avoid, liability altogether, Carl advises that directors be “actively involved, ask questions, and demand answers.” In a post-Enron world, directors need to be vigilant in order to avoid being liable, and the counsel that Carl offers may help directors and officers dismiss litigation quickly and perhaps even avoid it entirely. For more information, check out the full article.

MBBP’s Client Continuum Adding Innovative Solutions To Policy Matters To Its Company Profile 11/16/2016

Posted by Morse, Barnes-Brown Pendleton in Client News, Corporate.
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Continuum, a client of MBBP, has primarily focused on the design of innovative products since the company’s founding in 1983. However, the organization is now delving into policy matters within the public sector, including public school education and public service employment. Continuum has come forth with a “radical new vision” for the Boston Redevelopment Authority, the municipal planning and development agency for Boston public services. The company is offering fresh ideas in order to develop solutions to long-standing problems such as those within the Boston Public School districts, where the firm is working to “rethink the educational experience” in a project called High School Redesign.continuum-logo-m0371417xb1386

In addition to this educational reformation, Continuum has been shadowing public service workers and commuters, and asking a plethora of questions in order to improve public transportation. The firm has begun building and testing prototypes of devices that will prove integral in Continuum’s goal of improving the lives of the people of Boston.

Continuum is a global innovation design company whose purpose centers around people, as it strives to improve lives through its innovations and to focus on its clients’ bottom-lines. Read the full article for more information.

 

MBBP’s Shannon Zollo Quoted in Reuters Article Regarding Loan Volume Boost and Election Outcome 11/10/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, M&A, Venture Capital & Private Equity.
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Reuters quoted MBBP’s Shannon Zollo in an article regarding the financial industry’s propensity for a Hillary Clinton presidency. Zollo expressed that the “devil you know” is the more predictable, and therefore safer, outcome because in an election as turbulent and polarizing as this one, the impact could eventually destabilize potential future deals. Before the election, various companies were receiving acquisition loans as they were expecting the market to be stable with a Clinton victory. M0846567

Shannon is a corporate partner whose practice specializes in private equity, venture capital, M&A transactions, and corporate governance. For more information, please contact Shannon Zollo.

MBBP Clients Red Crow and MiRTLE Medical Featured in Forbes Article Regarding New Equity Crowdfunding Platform 10/31/2016

Posted by Morse, Barnes-Brown Pendleton in Client News, Corporate, Financial Services, Life Sciences, Venture Capital & Private Equity.
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MBBP clients Red Crow and MiRTLE Medical are featured in a Forbes article regarding Red Crow’s new equity crowdfunding portal that will be launching in November.  The crowdfunding platform will feature “exclusive and professionally-vetted investment opportunities” for accredited and non-accredited investors.

MiRTLE Medical will have one of the first featured investment opportunities. MiRTLE’s product is a custom designed diagnostic-grade 12-lead electrocardiogram for use during MRI.  MBBP is assisting MiRTLE Medical with its involvement in the crowdfunding platform.

To learn more, read the full Forbes article.

Firm Client MassDiGI Receives Federal Grant From U.S. Department of Commerce’s EDA 09/30/2016

Posted by Morse, Barnes-Brown Pendleton in Client News, Corporate, Games & Interactive Entertainment.
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MBBP client the Massachusetts Digital Games Institute (“MassDiGI”) at Becker College received a five-year grant in the amount of $583,000 from the U.S. Economic Development Administration, part of the U.S. Department of Commerce.  massdigi-logo-massdigixb1386The grant will support MassDiGI’s promotion of entrepreneurship, economic development, and academic cooperation across the state’s video and digital games ecosystem.

MassDiGI was established in 2011 and is based at Becker College.  Congratulations to our client on this impressive contribution.

MBBP Client HappyGiant Receives High Praise for New Video Game, Including from Rolling Stone 09/29/2016

Posted by Morse, Barnes-Brown Pendleton in Client News, Corporate, Games & Interactive Entertainment.
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Firm client HappyGiant, LLC is garnering a lot of attention for its new augmented reality and virtual reality game, HoloGrid: Monster Battles, including in an article in Rolling Stone.  For the new game, Michael Levine, president of HappyGiant, teamed up with Phil Tippett, who has designed countless movie monsters, including the ones featured in the famous 3-D chess scenes featured in the Star Wars franchise.

The virtual reality and augmented reality features of HoloGrid: Monster Battles create the effect of real life monster game pieces.  Levine and Tippett leveraged a successful Kickstarter campaign this year in order to create the game, described by VentureBeat as a “tactical-battle collectible card game”.  Tippett created the monster characters while HappyGiant focused on the creation of the Tactical Battle CCG augmented reality game.  The combination of the two designs resulted in a hybrid board/digital gaming experience.

MBBP is thrilled to have HappyGiant as a client and is excited to continue to work with them on their future endeavors.

You can find out more about HoloGrid: Monster Battles and HappyGiant in the following articles:

Rolling Stone
VentureBeat
Shacknews
UploadVR, Inc.

MBBP Client Koya Leadership Partners’ Founder & CEO Awarded 2016 Boston Brava Award 09/29/2016

Posted by Morse, Barnes-Brown Pendleton in Client News, Corporate, Venture Capital & Private Equity.
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Firm client Katie Bouton of Koya Leadership Partners received the 2016 Boston Brava Award from SmartCEO.  The Boston Brava Award recognizes high-impact female business leaders who are CEOs, Executive Directors of Nonprofits, or C-suite executives.  An independent committee of local business leaders chooses the winner of the Brava Award.  Winners are chosen for their commitment to giving back to their communities, and for their company’s growth, mentoring, and community impact.

Koya Leadership Partners was founded on the belief that “the right person in the right place can change the world”.  The company conducts executive searches and provides human capital consulting and career coaching services.

Congratulations to Katie and Koya Leadership Partners!

MBBP Partner Scott Bleier Featured in “Legal Outlook Q&A” Interview with LinkSquares 09/28/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, M&A, Venture Capital & Private Equity.
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Firm corporate partner Scott Bleier was recently interviewed by LinkSquares, Inc., regarding his vast knowledge and experience as a “veteran startup lawyer”. M0846500 Scott discussed various topics relating to startups, including the largest legal issues for early stage companies, the role of outside counsel for tech companies, and the biggest challenges surrounding customer agreements and contracts.

Read the full interview for more information.

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.
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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.  M0846570

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.
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M0846500MBBP 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.
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JMH Headshot Photo 2015 (M0846571xB1386)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.
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M0846587Corporate 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.
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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.

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