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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.

MBBP’s Tim Manning Published in Article Discussing the Perspective of Unsecured Creditors of a Borrower 01/17/2017

Posted by Morse, Barnes-Brown Pendleton in Client News, Corporate.
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Tim Manning of our Corporate Practice group recently published an article in TSL (The Secured Lender) Express, which is published by the Commercial Finance Association.tpm-headshot-photo-2016-m0944287xb1386 The article examines the risks to a senior secured lender that fails to take into account how its actions towards a distressed borrower are viewed by the unsecured creditors of such borrower.

For more information, read the full article or contact Tim.

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 JMH Headshot Photo 2015 (M0846571xB1386)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.

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 industM0846567ry’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.

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.

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