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M&A Video Clip – HSR Act and Timing Issues 10/05/2015

Posted by Morse, Barnes-Brown Pendleton in Corporate, Legal Developments, M&A, New Resources.
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In the fourth video of MBBP’s M&A Clip Series, Corporate attorney Mark Tarallo addresses HSR Act and timing issues related to closing an M&A transaction.


Did you miss last week’s topic? No problem. Check our archive.

10 Points for Reviewing Executive Employment Agreements 09/22/2015

Posted by Morse, Barnes-Brown Pendleton in Employment, New Resources.
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Employment Attorney Scott ConnollyAn executive’s employment agreement defines expectations regarding role, responsibilities and performance. It also establishes key contractual obligations for the executive and the employer concerning compensation and benefits, equity grants, the length or term of employment, early termination and its consequences, post-termination restrictions, and dispute resolution.

Here are 10 important considerations when reviewing an executive employment agreement.

For more information on this topic, please contact Scott J. Connolly.

M&A Video Clip: Investment Banker Engagement Letters 06/22/2015

Posted by Morse, Barnes-Brown Pendleton in Corporate, Legal Developments, M&A, New Resources.
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The second video in MBBP’s M&A Clip Series addresses the necessity of Investment Banker Engagement Letters. Corporate attorney Shannon Zollo gives a brief overview.

Catch Shannon next week discussing another common issue in M&A transactions: Cash vs. Equity


Did you miss last week’s topic? No problem. Check our archive.

Hot Off the Press: Basic Tax Issues In Choosing a Business Entity 06/18/2015

Posted by Morse, Barnes-Brown Pendleton in Legal Developments, New Resources, Taxation.
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Tax Attorney Robert FinkelHot off the press! MBBP tax attorneys Robert Finkel and Diana Española recently released an updated version of their article entitled “Basic Tax Issues In Choosing a Business Entity”. This article provides insight on numerous factors to consider when choosing to start a business as a C corporation, S corporation or LLC.

The full article can be accessed here.

Please feel free to contact Robert and Diana directly with any questions on this topic.Tax Attorney Diana Espanola

VIDEO: Common Issues in M&A Transactions: Deal Structure 06/15/2015

Posted by Morse, Barnes-Brown Pendleton in Corporate, Legal Developments, M&A, New Resources.
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Head on over to MBBP’s YouTube page and enjoy the 1st in our 2015 M&A Clips Series. Attorney Scott Bleier discusses Deal Structure and other common issues in M&A transactions, as well as practical information on how to avoid complicated, expensive and time-consuming pitfalls.

Make sure to visit the M&A Blog too. You won’t want to miss Video 2 – Investment Banker Engagement Letters!

Also – have you registered for next week’s seminar: Tax Issues in M&A Transactions? Space is filling quickly!


Employment Law Alert: Sick Time Law Update 05/19/2015

Posted by Morse, Barnes-Brown Pendleton in Employment, Immigration, Legal Developments, New Resources.
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Recently, Massachusetts Attorney General Maura Healey has announced a transition policy under which employers who offer sufficient sick leave or paid time off to workers now have a six-month transition period in which to bring their policies into compliance with the new Massachusetts paid sick leave law. In order to qualify for this safe harbor, an employer’s policy must be in effect as of May 1, 2015, and follow guidelines provided.

To learn more about the transition policy, please see our Employment Law blog.

Employment Law Update: Proposed Sick Leave Regulations 04/30/2015

Posted by Morse, Barnes-Brown Pendleton in Corporate, Employment, Legal Developments, New Resources, Public Companies.
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As we previously advised clients, on November 4 Massachusetts voters approved a ballot measure entitling employees to earned sick leave, which goes into effect on July 1, 2015. The Massachusetts Attorney General recently issued proposed regulations on the application and enforcement of the new law.

To learn more about the MA Sick Leave Law or the proposed regulations, please visit our Employment Law blog.

Employment Tip of the Month 04/14/2015

Posted by Morse, Barnes-Brown Pendleton in Employment, Legal Developments, New Resources.
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Last month’s Tip of the Month reminded employers that communicating and maintaining an overtime policy can minimize liability for unauthorized overtime hours. This month, we focus on a second way employers can protect against wage and hour liability: the inclusion of a payroll deductions policy to take advantage of the “safe harbor” protection against liability for misclassification of employees based on the failure to pay employees on a salary basis.

To read our full Tip of the Month, please visit our Massachusetts Employment Law blog.

Newest Issue of VC Spotlight Highlights 2013 & 2014 First Institutional Rounds Data 04/02/2015

Posted by Morse, Barnes-Brown Pendleton in Legal Developments, New Resources, Venture Capital & Private Equity.
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Each quarter, MBBP compiles a comprehensive database of venture capital transactions that have closed within New England, New York and New Jersey. In our most recent VC Spotlight, MBBP presents the 2013 & 2014 First Institutional Rounds Deal Terms – as seen below.



Further data analysis, as well as featured articles, can be found in this quarter’s VC Spotlight Newsletter.

NLRB Says It’s Unlawful for Employers to Prohibit Defamatory or Inappropriate Comments by Employees 03/31/2015

Posted by Morse, Barnes-Brown Pendleton in Employment, New Resources, Public Companies.
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2015-01-05_8-57-41On March 18th, the National Labor Relations Board (NLRB) released some valuable guidance on language employers should and should not consider including in their employee handbooks. Given the broad reach of the recent handbook rulings, and the many policies to which these decisions may apply, all employers should review their handbooks and relevant policies for compliance with the NLRA.

Please see this month’s Employment Law Alert to learn more.

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

MBBP Attorneys Invited to Speak at Upcoming swissnex Boston Seminar 03/13/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events, New Resources.
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2015-03-12_14-28-53Next Wednesday, March 18th MBBP Attorneys Scott Bleier, Stan Chalvire, Grant Godfrey, Maura Malone and Callie L. Pioli will present to Swiss MBA students at  swissnex Boston, the consulate of Switzerland. The presentation will discuss legal perspectives on conducting business in the U.S., with focus on topics such as corporate, intellectual property, employment and immigration law.

For more information regarding this seminar, please feel free to contact Grant Godfrey directly.

MBBP Client OtoSense Earns Top Award at GSMA Global Mobile Awards 03/12/2015

Posted by Morse, Barnes-Brown Pendleton in Clean Tech, Client News, Computer Software & Hardware, Intellectual Property, Manufacturing, Retail & Service, New Resources, Public Companies.
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2015-03-12_9-40-31MBBP client OtoSense, a Cambridge-based start-up, has recently been recognized for its sound recognition technology. The company has developed an app that enables hearing impaired end users to select various traditional sounds such as bells, alarms, timers, etc. that occur within an everyday environment and then identify such sounds as they occur and alert the end user via non-acoustic means such as flashes, vibrations or text messages. Selected out of more than 800 entries and judged by a panel of international experts, the start-up won the “Best Mobile App of the Year” Global Mobile Award, in the category of Accessibility & Inclusion, at the 20th annual GSMA Global Mobile Awards.

Well done, OtoSense!

You can view a full list of 2015 Global Mobile Award winners here.

MBBP Climbs 3 Spots on BBJ List of Largest Law Firms 03/12/2015

Posted by Morse, Barnes-Brown Pendleton in MBBP news, New Resources.
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2015-03-09_12-59-02Every year, the Boston Business Journal releases the Book of Lists which contains lists of top companies on a variety of different industries such as accounting firms, mutual funds and family owned businesses. In February, the Boston Business Journal published the most recent edition, and MBBP is pleased to be ranked #48 on the list of The Largest Law Firms in Massachusetts.

For more information on the firm or to learn how we can help you with your legal needs, please visit our website.

The full list of The Largest Law Firms in Massachusetts is available to subscribers via the Boston Business Journal’s digital edition here.

United States Completes Hague Agreement Deposit For Industrial Designs   03/10/2015

Posted by Morse, Barnes-Brown Pendleton in Intellectual Property, Legal Developments, New Resources, Public Companies.
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chalvireBy: Stan Chalvire 

Currently, design patent applicants that wish to pursue international protection for their industrial designs must file a design patent application in each country, and such applications must generally be filed within six months of the date of the earliest filed design patent application.  That is about to change with the United States having recently deposited its instrument of ratification to the Geneva Act of the Hague Agreement Concerning the International Registration of Industrial Designs (the “Hague Agreement”), marking the final step in the process of the United States becoming a member of the Hague Union.  The Hague Agreement establishes an international registration system which facilitates the protection of industrial designs in member countries by way of a single international design patent application that can be filed either directly with the International Bureau of the World Intellectual Property Organization (WIPO) or indirectly though the applicant’s member country.

When the Hague Agreement enters into effect for the United States on May 13, 2015, applicants will have the opportunity to register up to 100 industrial designs in over 64 territories with the filing of a single standardized international design patent application, thus providing applicants the opportunity for increased filing efficiencies and potential costs savings as they pursue international protecting of their industrial designs.


Additional information on this topic can be found on our blog, or feel free contact Stan Chalvire directly.

An Overview of Rule 10b5-1 Trading Plans 03/05/2015

Posted by Morse, Barnes-Brown Pendleton in New Resources, Public Companies.
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By: Joe Marrow

Corporate Attorney Joseph MarrowOfficers, directors and other insiders (“Company Insiders”) of publicly-traded companies use Rule 10b5-1 Trading Plans (a “10b5-1 Plan”) to buy and sell company stock at predetermined times so that such trading activity may occur regardless of whether the Company Insider is privy to material nonpublic information at the time of the trade.  The SEC introduced 10b5-1 Plans in 2000 to permit Company Insiders to adopt a written trading plan to buy and sell company stock.  A 10b5-1 Plan is generally structured as a contract between a Company Insider and his or her broker.  The Company Insider must adopt the 10b5-1 Plan at a time when the Company Insider is not in possession of material non-public information.  A 10b5-1 Plan must meet several requirements:

  • It must be adopted when the Company Insider is not in possession of material non-public information;
  • It must specify the amount of shares to be traded, the price at which the shares are to be traded (which can include a range of prices and a limit price) and specific dates of the trades, or alternatively, it can provide a formula for determining the amount, price and dates; and
  • It must delegate to the broker the sole right to exercise control over the trading activity as long as the broker does not have knowledge of material non-public information at the time of the trade.

If the 10b5-1 Plan has been properly adopted, it provides the Company Insider with an affirmative defense to illegal insider trading and a means for discretionary selling.  Not all public companies allow 10b5-1 Plans; however, many public companies consider such plans an effective method of dealing with concerns raised by the public regarding trading by Company Insiders.  In considering whether to allow the adoption of such plans, companies should consider the following best practices that have developed surrounding 10b5-1 Plans:

  1. After adoption of the 10b5-1 Plan, but prior to allowing trading, the 10b5-1 Plan should establish a waiting period (30 to 90 days) before trading activity may commence;
  1. A public company should establish a policy only permitting adoption of a 10b5-1 Plan when a Company Insider is not aware of material nonpublic information (i.e., an open window);
  1. A public company should consider a minimum duration pursuant to which a 10b5-1 Plan must be kept in place (six months to two years to avoid market timing and to avoid risk to the Company Insider) or otherwise require preapproval of a cancellation of such 10b5-1 Plan (or require that such 10b5-1 Plan be terminated during an open trading window) to avoid allegations of bad faith;
  1. A public company should carefully consider whether to publicly announce the establishment of a 10b5-1 Plan – the markets will become aware of it in connection with ordinary course Section 16 filings so there may be a public relations benefit to announcing the 10b5-1 Plan at the time of its adoption; and
  1. A public company should consider implementing general oversight of 10b5-1 Plans by company counsel or a compliance officer.

Well constructed 10b5-1 Plans and corporate policies surrounding such plans can be effective tools to avoid and combat insider trading claims.  Careful consideration should be given prior to permitting the use of 10b5-1 Plans and in implementing corporate governance policies related to such plans.

Any questions regarding this topic, please feel free to contact Joe Marrow.

Upcoming Boston IE Club Panel at Venture Cafe 03/05/2015

Posted by Morse, Barnes-Brown Pendleton in Corporate, Events, Legal Developments, New Resources, Public Companies.
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2015-03-03_10-20-57On Wednesday March 11, 2015, Innovation & Enterprise Business Club (The IE Club) will host an event entitled “Successful Partnerships Between Large And Small Companies Building Great Success With… Very Different Teams Working Together: How To Make It Work”. The panel will feature several CEOs of small companies sharing their views of company best practices, as well as practices to avoid (internet/enablers/innovative services). This event will be held at the Venture Cafe at the Cambridge Innovation Center from 5:30 pm – 8:00 pm, and is complimentary.


David Feinberg, Esq. Feinberg Hanson LLP


Robert Kalocsai, Founder, Software Continuity
Bernard Haurie, General Manager, Geopost
Ann Halford, Executive Director of Digital Technology, Boston University
Daniel Behr, CEO at Slips Technologies


MBBP’s Robert M. Finkel is a board member of IE Club of Boston. To learn more or to register for the event, please visit The IE Club.

Insights on Corporate Venture Capital 03/04/2015

Posted by Morse, Barnes-Brown Pendleton in Corporate, Legal Developments, New Resources, Public Companies, Venture Capital & Private Equity.
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Corporate Attorney Scott BleierLast week, MBBP’s Scott Bleier attended a panel discussion hosted by the Johnson & Johnson Boston Innovation Center, which featured three corporate venture capitalists from Sanofi-Genzyme Bioventures, Boehringer Ingelheim Venture USA Inc. and Johnson & Johnson Development Corp.  In a very informative and candid discussion, the panelists shared the investment philosophies behind their companies’ CVC funds, what issues they consider when making an investment and their insights for start-ups seeking access to CVC funding.  The panel revealed several points of apparent consensus in the CVC community while also highlighting a divergence of philosophical approach in certain important areas.

To learn more about the panel discussion regarding CVC funds, please visit our VCs and Start-Ups blog.

Exciting Development Regarding H-4 EADs 02/27/2015

Posted by Morse, Barnes-Brown Pendleton in Employment, Immigration, Legal Developments, New Resources.
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IAIn light of the latest development from the Department of Homeland Security allowing H-4 spouses of certain H-1B workers to apply for employment authorizations,  we have compiled a list of important FAQs to help employers, and their employees, understand the implications of this new regulation.

To learn about the FAQs regarding  H-4 EADs , and how this new development will affect you, please read our full alert.


Apotex’s Second Biosimilar Application Accepted by FDA 02/26/2015

Posted by Morse, Barnes-Brown Pendleton in Industries, Life Sciences, New Resources.
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Patent Attorney Joanna Brougher Patent Attorney David FazzolareBy: David A. Fazzolare and Joanna T. Brougher

On February 18, 2015, Apotex Inc., announced that the Food and Drug Administration (FDA) had accepted its application for a biosimilar version of Amgen Inc’s Neupogen®. Apotex is second to Sandoz Inc. to propose a biosimilar version of Neupogen® (filgrastim), which is administered during chemotherapy to boost white blood cell counts and help fight infections. This is Apotex’s second biosimilar application, following Neulasta® (pelfilgrastim), a long-acting version of Neupogen®, filed last year. The approval of both Sandoz’s and Apotex’s Neuopogen(r) biosimilar applications could shed some light on the extent to which biosimilars will impact biologic sales.

Apotex hopes its biosimilar will be designated as an “interchangeable” product under the Biosimilars Act, which means that pharmacists filling prescriptions for Neupogen(r) could potentially substitute it without consulting the prescribing physician. However, it it is unclear whether it will benefit from the exclusivity period awarded to the first interchangeable product in view of Sandoz’s earlier filed Neupogen(r) biosimilar application. Even though Sandoz has publicly stated that it is not seeking interchangeability status for its Neupogen® biosimilar product, if the FDA nevertheless designates it as interchangeable Apotex would not be entitled to exclusivity for its Neupogen® biosimilar, and would have to wait until Sandoz’s exclusivity expired before the FDA would designate Apotex’s Neupogen® biosimilar as interchangeable.  On the other hand, if the FDA does not designate Sandoz’s Neupogen® biosimilar as interchangeable, then Apotex’s biosimilar could be designated as interchangeable, as well as benefit from the exclusivity awarded to the first biosimilar to receive designation as interchangeable.
For more information on this topic, please contact David A. Fazzolare or Joanna T. Brougher.

Forging Successful Strategic Alliances for Life Sciences Companies 02/25/2015

Posted by Morse, Barnes-Brown Pendleton in Corporate, Licensing & Strategic Alliances, Life Sciences, M&A, New Resources, Public Companies.
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M0744200When entering into an exclusive licensing arrangement, the odds of success are against most companies. Typically within the first twelve months of an arrangement, 2/3 of all alliances crumble.  If these ventures are so prone to failure, what preventative measures can a company employ to ensure success?

To learn how to achieve success when entering an alliance, read John Hession’s full article.


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