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MBBP Welcomes New Member John Hession 02/24/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, MBBP news.
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hessionMBBP is pleased to announce that veteran venture capital, technology, and life sciences attorney John Hession has joined the firm as a Member. John represents emerging-growth companies in the medical device, life sciences, software and digital media fields, as well as angels and venture capital funds in the investment process in these areas. His practice includes both start-up and later-stage company work; equity-based compensation strategies; public offerings, representing either underwriters or companies; mergers and acquisitions, representing either buyers or sellers; corporate partnering, joint ventures and other strategic alliances involving technology transfers; license and distribution arrangements for medical devices and biotechnology, software and hardware companies; and venture capital or angel financings of technology companies.

Prior to joining MBBP, John was Of Counsel in the Venture Financings and Emerging Companies practice groups and a member of the Cooley, LLP Business department. He started his legal career at Testa, Hurwitz & Thibeault LLP, where he practiced for more than twenty years as one of Testa’s lead attorneys, representing venture-backed technology companies in all stages of financings.

 

The full press release is available here.  Please feel free to contact John Hession directly.

 

MBBP Ranked “Best Law Firm” in Boston by U.S. News and Best Lawyers 02/24/2015

Posted by Morse, Barnes-Brown Pendleton in Litigation, MBBP news, Taxation.
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BLF-Metro-Tier-1-2014-Tax-LawBLF-Metro-Tier-1-2014-Litigation-TaxU.S. News and Best Lawyers, the leading survey of lawyers worldwide, have joined to rank more than 12,000 firms in 120 practice areas in 174 metropolitan areas and 8 states. Morse Barnes-Brown & Pendleton P.C. has received a Tier 1 ranking of Boston’s “Best Law Firm” 2015 in two practice areas: Tax Law and Litigation-Tax. The U.S.News – Best Lawyers “Best Law Firms” rankings are based on an evaluation process that includes the collection of client and lawyer evaluations, peer review from leading attorneys in their field, and review of additional information provided by law firms as part of the formal submission process.

MBBP is proud of our impressive tax department. Please feel free to contact the members of our team with any tax-related questions.

 

MBBP’s Carl Barnes on Panel for Boston University Law School Symposium: The Legal Challenges of Funding Startups 02/17/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events, MBBP news, Venture Capital & Private Equity.
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Corporate Attorney Carl BarnesCarl Barnes will be a panelist at a symposium presented by the Boston University School of Law Review of Banking and Financial Law on Friday, February 27, 2015. The symposium will bring together legal scholars and practicing lawyers to discuss key financial issues that startup companies face, including crowdfunding, startup financing, and the tension between state and federal law.

For any questions regarding venture capital and start-up financing, please contact Carl Barnes.

Upcoming MBBP Event: Series A Venture Capital Financing: A Review of 2014 and What to Expect in 2015 02/12/2015

Posted by Morse, Barnes-Brown Pendleton in Events, MBBP news, Venture Capital & Private Equity.
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Cambridge Innovation Center (CIC)On Thursday, March 5th MBBP will host a VC event at the Cambridge Innovation Center discussing the various factors that need to be taken into consideration when pricing a venture capital transaction. We have gathered a panel of seasoned VCs that will discuss these factors and will share invaluable insight to entrepreneurs preparing for a fundraising.

Moderated by:
Scott Bleier, Senior Attorney, Morse, Barnes-Brown & Pendleton, PC


Panelists:
Luke Burns, Partner, Ascent Venture Partners
Rob Go, Cofounder, NextView Ventures
Paul Flanagan, Managing Director, Sigma Prime Ventures

This event is complimentary, but space is limited. Register today!
Please visit our event page for more details and to register.

MBBP Welcomes Attorneys Brian Assessor and Callie Pioli 01/21/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, MBBP news.
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Brian J Assessor Web Hi Res Crop (M0716134)MBBP is pleased to announce that Callie Pioli and Brian Assessor have joined the firm as associates.

Brian is a Registered Patent Attorney, specializing in patent prosecution, patent searching, and related counseling. His practice focuses on counseling clients in developing and implementing strategies to protect their intellectual property, particularly in the areas relating to computer and electrical engineering. Prior to joining MBBP, Brian practiced patent law as an associate with a patent boutique firm specializing in patent prosecution. He primarily worked closely with clients with respect to the preparation and prosecution of utility patents.

Callie L Pioli Web Hi Res Crop (M0702163)Callie concentrates her practice in the area of intellectual property. Her focus is primarily on trademark law, including the selection, screening, prosecution, maintenance, and enforcement of trademarks both domestically and internationally. Callie’s interest in intellectual property began in 2011 when she worked as a Trademark Administrative Assistant at Morse, Barnes-Brown & Pendleton. Prior to rejoining MBBP, she was a Law Clerk at Keegan & Werlin LLP, where she worked on a variety of corporate, transactional and nonprofit business matters.

Please feel free to contact Brian and Callie directly.

 

Española and Calla Have Been Elevated Within the Firm 01/21/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, MBBP news.
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Tax Attorney Diana EspanolaWe are pleased to announce that Diana Española and Jonathan Calla have been elevated within the firm. Diana has been elevated to Member, and Jonathan to Senior Attorney.

Diana joined the Firm in 2005 and was promoted to Senior Attorney in 2012. She concentrates her practice in the areas of tax and business law. She advises individuals, businesses and non-profit organizations on a range of tax planning issues including tax controversy and tax litigation.

Corporate Attorney Jonathan CallaJonathan, who joined the Firm in 2010, concentrates his practice in the areas of general corporate and securities law. He represents clients in connection with company formations, private equity transactions, financings and mergers and acquisitions.

Congratulations Diana and Jonathan!

Please feel free to contact Diana and Jonathan directly.

Massachusetts Lawyers Weekly Seeks Carl Barnes Opinion in Matter of Control of Attorney-Client Privilege 01/21/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, Legal Developments, M&A, MBBP news, Public Companies.
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Corporate Attorney Carl Barnes

MBBP Partner Carl Barnes was recently quoted in a Massachusetts Lawyers Weekly article written by Patrick Murphy, entitled “Survivor of Merger Controls Attorney-Client Privilege.” The article discusses Novack v. Raytheon, a recent Massachusetts Superior Court decision holding that, under Delaware law and the terms of a merger agreement, control of the attorney-client privilege relating to pre-merger communications between BBN Technologies Holding Corp. and its counsel passed to the acquirer, Raytheon Company. The privilege could not, therefore, be asserted after the merger by the representative of BBN’s former shareholders. The Superior Court, applying Delaware law, simply followed the Delaware Chancery Court’s 2013 decision in Great Hill Equity IV, LP v. SIG Growth Equity Fund I, LLLP. As an M&A attorney for more than 30 years, Carl considered whether the same result would be reached under the Massachusetts Business Corporation Act. Carl stated:

Under Delaware law, the effect of a merger is the conveyance of all property, rights, privilege, powers and franchises to the surviving corporation.  On the other hand, G.L.c. 156D 11.07(a)(3) is more narrowly drawn, providing merely that the surviving entity is vested in all property owned and every contract right possessed by the entity that is merged into the survivor. There is probably more room for interpretation in Massachusetts than there is in Delaware, Barnes said.  But he said there is still a strong argument to be made under Massachusetts law that the control of the attorney-client privilege passed to the surviving corporation in a merger.It defies logic that the successor will get the property and contract rights, and nothing else.

 

For further analysis and practical recommendations for M&A lawyers in Massachusetts, see Carl’s own article, “Massachusetts Court (Sort of) Adopts Delaware’s Great Hill Holding Regarding the Attorney-Client Privilege in Mergers” or please feel free to contact Carl.

Our Greatest Hits of 2014! 01/21/2015

Posted by Morse, Barnes-Brown Pendleton in Corporate, Employment, Immigration, Intellectual Property, Licensing & Strategic Alliances, M&A, MBBP news, Privacy and Data Security, Public Companies, Taxation.
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From the Top Ten Issues in M&A Transactions to the Life Cycle of an IRS Audit we’re recapping the most popular articles and blogs in 2014!

Other popular articles include:

Most popular posts from our 4 blogs:

These articles, along with our newsletters and other blogs can found here.

Employment Law Alert: The U.S. Supreme Court’s Decision in Integrity Staffing v. Busk 01/08/2015

Posted by Morse, Barnes-Brown Pendleton in Employment, Legal Developments, MBBP news, New Resources.
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2015-01-05_8-57-41The question of when an employee’s compensable work for the day begins and ends is one which can be more complicated than it seems at first glance. Does an employee who checks email before driving to work have to be compensated for that time? Will an employer have to pay an employee for the time it takes to park in a remote lot and take a shuttle bus to work? The U.S. Supreme Court weighed in on this subject in its recent decision in Integrity Staffing Solutions, Inc. v. Busk, No. 13-433 (December 9, 2014). Did the court decide  employees have to be paid for the time they spent waiting to undergo and then undergoing security screenings before leaving the workplace each day?

Please see this month’s Employment Law Alert for further details.

Feel free to contact any member of our Employment Law Group with any questions.

MBBP’s Chip Wry Featured in Latest Edition of Business Entities 12/15/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, MBBP news, New Resources.
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Corporate and Tax Attorney Charles Wry, Jr.

Thomson Reuters has published an article written by MBBP’s Chip Wry in its November/December issue of Business Entities.  Chip’s article, entitled Tax Consequences of Issuing Convertible Notes for a Start-Up LLC, considers certain negative tax aspects of a start-up LLC’s use of convertible notes to raise seed financing.

 

The full article can be read here.

For any questions on the topic, please contact Chip Wry.

Upcoming MBBP Event: Get Your Head in the Cloud 12/12/2014

Posted by Morse, Barnes-Brown Pendleton in Computer Software & Hardware, Events, Industries, Internet and E-Commerce, MBBP news.
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On Tuesday, January 13, 2015, MBBP will host the Women’s Bar Association event entitled Get Your Head in the Cloud. A panel of experts will lead a discussion on the basics of cloud computing, how corporations are integrating it into their business, and the benefits involved.

Panelists Include:
Howard Zaharoff, Partner, MBBP
Anne W. Hulecki, Principal, Law Office of Anne W. Hulecki

To learn more or to register for this event, please visit the WBA website.

MBBP Upcoming Event: Charting a Course from Start-Up to Successful Exit 11/11/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Events, MBBP news.
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Cambridge Innovation Center (CIC)On Tuesday, December 9th MBBP will be hosting a VC event at the Cambridge Innovation Center on the journey from company formation to an eventual exit from the industry, and the steps to take to ensure a successful exit. The discussion led by our panelists will provide detail about their experiences, with focus on topics such as business plans, company life-cycles, investors, and exit opportunities. MBBP will also provide a review of proprietary Q2 and Q3 Series A data.

Moderated by:
Scott Bleier, Senior Attorney, Morse, Barnes-Brown & Pendleton, PC

Panelists:
Enrico Palmerino, Managing Director, SmartBooks
Shylendra Kumar, Founder & President, Datafarm, Inc.
Jason Russo, President, Marc USA (Boston)

 

This event is complimentary, but space is limited. Register today!
Please visit our event page for more details and to register.

MBBP’s Jon Gworek on Panel for Harvard Law School Event: Careers in Venture Capital and Private Equity for J.D. Students 10/30/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events, MBBP news, Venture Capital & Private Equity.
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Corporate Attorney Jonathan GworekHarvard Law School’s Office of Career Services is hosting an upcoming event, Careers in Venture Capital and Private Equity for J.D. Students on November 12th. MBBP Partner Jon Gworek will serve as a panelist at this event along with Deirdre Cummane of ATV Capital and David Kreisler of Weil Gotshal. This event will discuss topics such as the key differences between venture capital and private equity, a lawyer’s role in the field, and  strategies on how to embark on a career in the field.

For any questions regarding venture capital and private equity, please contact Jon Gworek

MBBP Supports MA Colleges and Universities in MITEF ‘Beantown Throwdown’ 10/23/2014

Posted by Morse, Barnes-Brown Pendleton in Events, Intellectual Property, MBBP news, New Resources, Telecommunications & Networking.
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2014-10-23_13-28-36MBBP joins MIT Enterprise Forum of Cambridge and CHEN PR in hosting the upcoming Beantown Throwdown in November.  Students from top colleges and universities in Massachusetts will pitch off their innovative ideas for start-up companies.  Students representing Babson, Berklee, Boston University, Boston College, Harvard, MIT, UMass Lowell, Northeastern and Wentworth will have 3 minutes to present their ideas to attendees who will then invest in their favorite companies with fake cash. The top three start-up companies with the most “money” invested will win various prizes and take part in a discussion panel the following evening.

 

To learn more about the Beantown Throwndown

MBBP Client Named to BBJ and MHT 2014 Innovation All-Stars List 10/21/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Computer Software & Hardware, Internet and E-Commerce, MBBP news.
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2014-10-20_13-58-38This month, the Boston Business Journal and Mass High Tech have published the list of 2014 Innovation All-Stars .  This year, two individuals and 15 companies will be honored. Among the companies named is MBBP client erecruit,  which was selected for the category of internet and business software.

Congratulations erecruit!

The full list of the 2014 Innovation All Stars can be read here

MBBP Client OYO Sports Acquires New Investors 10/20/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Games & Interactive Entertainment, Industries, Intellectual Property, Manufacturing, Retail & Service, MBBP news.
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OYO Sportstoys, Inc.MBBP client OYO Sports is getting noticed by investors and making strides towards innovative toys for kids. OYO, based in Acton, makes plastic “minifigure” toys that resemble star athletes, similar to the popular Lego toys. The local toy start-up company has raised $14 million in funding in the last year and has recently acquired a new investor. OYO’s newest investor is Mandalay Sports Media, a company chaired by Hollywood executive Peter Guber, who is also an owner of the Los Angeles Dodgers and the NBA’s Golden State Warriors. Local OYO investors include Atlas Venture and Boston Seed.

Learn more about where OYO came from and where they’re going in these recent articles by the Boston Globe and The Boston Business Journal.

Way to go, OYO!

 

MBBP’s Sean Detweiler Presents at WIT Accelerate Bootcamp 10/14/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events, Intellectual Property, Licensing & Strategic Alliances, MBBP news.
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Patent Attorney Sean DetweilerLast week, MBBP patent attorney Sean Detweiler spoke at an even hosted by the Wentworth Institute of Technology Accelerate program.  The event is called Bootcamp, and it allows students to get insights about innovation and entrepreneurship, while also getting inspiration for new ideas and and how to make them real. Sean gave a presentation on intellectual property with specifics about patents, including provisional applications, what they should cover and when to think about them in the context of a start-up scenario.  The audience was very involved, and there were some great questions as well as more specific discussions on patent law issues.

For more info on patents and intellectual property, please contact Sean Detweiler

 

MBBP Client Results:Digital Acquired by MARC USA 10/06/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Computer Software & Hardware, Internet and E-Commerce, MBBP news.
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resultsdigMBBP Client Results:Digital, a Boston-based digital media agency, has been acquired by  a national marketing communications company. MARC USA is a  full-service marketing firm known for uncovering radical insights that incite powerful reactions through a deeper understanding of whole-brain behavior.  MARC USA offers many services, including advertising, strategic planning, and public relations. Results:Digital’s expertise lies in developing digital marketing solutions for large-scale B2C and B2B clients. The company focuses on understanding consumer behavior in order to uncover their unique insights, and from there decides how to successfully connect and influence consumers. The combination of the two companies will accelerate the growth of digital media offerings and services to better meet consumer needs.

“This acquisition gives us both expanded expertise in the fast-growing digital space as well as a new regional base in Boston, a city we believe has great potential for our combined agency,” said Tony Bucci, Chairman of MARC USA.

Results: Digital will be renamed  to MARC USA|Results:Digital and will then be fully-integrated within MARC USA’s media capabilities.

Congrats, Results:Digital!

To read the full article 

Newest Issue of Preferred Returns Released 10/06/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, MBBP news, New Resources, Venture Capital & Private Equity.
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Corporate Attorney Jonathan GworekLast month, the most recent issue of Preferred Returns, the online publication of the American Bar Association’s Private Equity and Venture Capital Committee was released. This issue includes the Committee’s second annual survey of venture capital cases for 2013, which summarizes the most significant cases from last year.   The publication has a number of useful articles covering the latest legal development impacting the venture capital industry,  including cases covered by MBBP’s Mary Beth Kerrigan and Scott Bleier, as well as other developments of note.

MBBP Partner Jon Gworek is current chair of the ABA PEVC Committee

For more info, please contact Jon 

Mergers & Acquisitions 101 with Mark Tarallo 09/15/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events, M&A, MBBP news.
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Attorney Mark Tarallo will present the basics of an M&A transaction from start to finish in tomorrow’s Mergers & Acquisitions 101 provided by MyLawCLE.

Key topics to be discussed:

  • Pre-Transaction Considerations
  • Basic Transaction Structuring-Tax, Liability Protection and Other Considerations
  • Transaction Documentation
  • Post-Closing Matters
  • Recent Delaware Case Law
  • Ethical Issues

This CLE program is available in multiple formats, including live and self-study versions. Live broadcast will take place on Tuesday, September 16th from 2:00 – 5:15 EST.

Register at MyLawCLE.

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