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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.

Is Software Patentable? 03/03/2016

Posted by Morse, Barnes-Brown Pendleton in Computer Software & Hardware, Intellectual Property, Legal Developments.
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M0846496By: Brian J. Assessor

On June 19, 2014, the Supreme Court’s decision in Alice Corp. v. CLS Bank International sent shockwaves through many areas of patent law and, as a result of that decision, patent attorneys, inventors, and companies working in the computer and software space are wondering “is software patentable?” and, if so, “what type of software is patentable?”. The impact of this case should be a primary consideration for anyone filing a patent application related to software, even those who were not previously aware of the Alice Corp. decision.

Read the full article.

Learn more about our Patent Team.

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.

 

“Watch” it here: MBBP Client WatchRx wins Boston Scientific Connected Patient Challenge! 02/26/2016

Posted by Morse, Barnes-Brown Pendleton in Client News, Life Sciences, Medical Devices.
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MBBP client WatchRx, is an early stage startup founded while trying to help aging parents manage their medications and health conditions remotely. Current solutions available in the market, like mobile apps and pill caps/bottles, didn’t fit the need and only added to the confusion. WatchRx provides a a simple dedicated reminder solution. From voice reminders to GPS tracking this device addresses so many needs. The watch can even send alerts to family and caregivers.

The Boston Scientific Connected Patient Challenge is an open competition focused on ideas and early-stage companies that improve patient care and/or drive down the cost of health care through the use of Remote Patient Monitoring using wearable, implantable or ubiquitous sensors. The top five ideas based on the online crowd voting and online judge scores were honored at a live event on February 25, 2016, where they presented their ideas to the Challenge Sponsors and fellow participants.  Arun Buduri, Founder and Chief Product Officer, presented for WatchRx and walked away the winner! Watch the pitch (skip to 56:45) and award (skip to 1:53:00) here.

WatchRx Video

This isn’t the only thing the Greater Boston-based company is celebrating. Just yesterday WatchRx Founder and CEO Jayanthi Narasimhan was awarded 2016 Women to Watch in Science & Technology by the Boston Business Journal.

Congrats to WatchRx. If you aren’t a client to “watch” we don’t know who is!

 

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.

What’s in Your Employee Handbook? (It Matters!) 02/01/2016

Posted by Morse, Barnes-Brown Pendleton in Employment, Legal Developments.
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Employment Attorney Sandra KahnEmployee handbooks are helpful as long as they are accurate, up-to-date and do not unintentionally create contractual rights. But handbooks that contain promissory language, legally non-compliant policies or outdated information may result in confusion and potential liability.

Employment attorney Sandy Kahn addresses some common mistakes employers should avoid in her New England In-House article, “Employee handbook can be source of potential liability.”

MBBP Attorney to Host Office Hours at TechSandBox 1/28/2016 01/22/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events.
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Sean D. Detweiler (SDD)On  Thursday, January 28, MBBP Attorney Sean Detweiler will host Office Hours at TechSandBox to help answer your patent and strategy questions.

Office Hours provides access to experts in topics such as intellectual property, business formation, benefits, taxes, marketing, sales, funding, IT and technology commercialization. Sean will be available for one-on-one, 45 minute sessions from 1:00PM- 5:00PM. This event will be offered probono for TechSandBox members and to non-members as space allows.

Sign up today to reserve your time slot by visiting TechSandBox!

VC Event: Join Us For A Review of 2015 and A Look Forward to 2016 01/15/2016

Posted by Morse, Barnes-Brown Pendleton in Events, Venture Capital & Private Equity.
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On Thursday, February 4th MBBP will be hosting a distinguished panel of angel investors and entrepreneurs.  The topic of this discussion will be “Series A Venture Capital Financing: A Review of 2015 and A Look Forward to 2016”.

The panel will include:

Panelists:
Vin Fabiani, Partner, HLM Venture Partners  
David Jegen, Partner, F-Prime Capital
Dan Powdermaker, Angel Investor, Launchpad Venture Group

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

To learn more and to register read our VC blog.

The Delaware Supreme Court Issues a Ruling In Long Running Dispute 01/13/2016

Posted by Morse, Barnes-Brown Pendleton in Litigation, M&A.
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The case which arose out of the failed license agreement and merger between Siga Technologies, Inc. (“SIGA”) and PharmAthene, Inc. (“PharmAthene”) in 2006 resulted in the Chancery Court issuing an order awarding damages to PharmAthene.

Read more on our M&A blog.

MBBP Attorney to Host Office Hours at TechSandBox 1/21/2016 01/08/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events.
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DOLOn  Thursday, January 21, MBBP Attorney Daniele Ouellette Levy will host Office Hours at TechSandBox on entity selection (S Corp, LLC, etc.), stock structure, and equity considerations.

Office Hours provides access to experts in topics such as intellectual property, business formation, benefits, taxes, marketing, sales, funding, IT and technology commercialization. Daniele will be available for one-on-one, 45 minute sessions from 11:30AM- 3:30PM. This event will be offered probono for TechSandBox members and to non-members as space allows.

Sign up today to reserve your time slot by visiting TechSandBox!

MBBP Attorney to Sit on Panel, “Risk Containment Strategies for Start-ups” 01/07/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News.
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M0846512On Wednesday, January 13, MBBP Attorney Mike Cavaretta will sit amongst panelists for The Startup Coalition’s upcoming panel, “Risk Containment Strategies for Start-ups.”

To join Mike and the other panelists, and to learn how to identify risks and the strategies for containing them, register here!

For more information, please feel free to contact Mike directly.

 

The Contours of Copyright #3: Too Short for Copyright? 01/04/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Intellectual Property, Licensing & Strategic Alliances, New Resources, Publishing & Media.
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M0846618It is axiomatic that copyrights do not protect words or short phrases. But how short is too short for copyright? 10 words? 5 words? 3 words? Consider Henny Youngman’s classic 4-word joke, “Take my wife … please.” Is that a copyrightable jocular expression, or an uncopyrightable short phrase (or, for you copyright pros, a merged idea)? The answer is important, not only to comedians, but also to epigrammatists, songwriters, poets … and anyone who wishes to include, in a work they are creating, word sequences they’ve seen used by another.

A recent case, William L. Roberts v. Stefan Kendal Gordy (U.S D.C., S.D. Florida 2015), provides helpful guidance, though not a definitive answer.

Discussion: The plaintiffs, Roberts et al., owned the musical composition Hustlin’, whose chorus consists of the repeated refrain “everyday I’m hustling.” The defendants, Gordy et al., had a hit song, Party Rock Anthem, which included the phrase “everyday I’m shuffling.” When the defendants began marketing their “shuffling” phrase on T-shirts and other merchandise, the plaintiffs sued, arguing that their copyright in the song included a copyright in the “hustlin’” refrain, and therefore they could prevent anyone from copying that refrain, whether in a similar song or standing alone on a garment.

The defendants disagreed, and the court sided with them. Yes, said the court, the plaintiff’s song was entitled to copyright protection. However, “copyright protection does not automatically extend to every component of a copyrighted work.” Rather, because “originality” is the sine qua non of copyright, and short phrases are common and unoriginal, the copyright in a work does not extend to individual short phrases (or, of course, single words) in the work. This doesn’t mean, the court explained, that the presence of “ordinary” phrases deprives a work of copyright protection; but it also doesn’t mean that the copyright umbrella shelters every word or phrase contained in a copyrighted work.

Or, as the court puts it: “The question presented … is not whether the lyrics of Hustlin’, as arranged in their entirety, are subject to copyright protection. The question is whether the use of a three-word phrase appearing in the musical composition, divorced from the accompanying music, modified, and subsequently printed on merchandise, constitutes an infringement of the musical composition Hustlin’. The answer, quite simply, is that it does not.”

To add insult to injury, the court also notes that the terms “hustling” and “hustlin’” were used in many earlier songs, and that the plaintiffs never asserted that the phrase “everyday I’m hustlin’” originated with them – which in itself could have killed their copyright claim (to be copyrightable, a work needn’t be novel, as in the patent sense of never before appearing anywhere, but does need to be original, in the copyright sense of having composed it oneself without copying from another). Finally, says the court, there is no substantial similarity between the original musical composition, containing the (uncopyrightable) phrase “everyday I’m hustlin’,” and the defendant’s T-shirts, containing the (uncopyrightable) phrase “everyday I’m shuffling.”  In short, none of the plaintiff’s original expression was infringed by the defendant’s apparel.

An Interlude for Copyright Aficionados: There was nothing earthshaking about this decision, though it is interesting to read the court’s sampling of many short phrases that failed to win copyright protection, including: “so high” (2 words), “get it poppin’” (3 words), “fire in the hole” (4 words – uh-oh, Henny), “most personal sort of deodorant” (5 words), and “You Got the Right One, Uh-Huh” (5 words, plus an “Uh-Huh”). So, one might conclude, a half dozen words or more are probably the minimum required for copyrightability.

Perhaps the reason this court – and no court I’m aware of – has stated a bottom line number below which copyright cannot apply is that no one can be absolutely certain that a creative author couldn’t be original in even a handful of words. Let’s cheat, make up a word, and stick it in a short phrase: “She’s my joyzilla mama.” Four words – really 3 plus a mashup – which have never appeared before (a Google search more or less confirmed this).  Can I use copyright law to prevent another person from using my original phrase in a song or on a T-shirt?

My answer is a definite “maybe.” The epigrammatist Ashley Brilliant has successfully registered – and once successfully asserted – copyrights in his epigrams, many of which are quite short (such as, “When all else fails … Eat” = 5 words). Poets and songwriters often feel that their short but creative phrasings are worthy of protection. So maybe we can’t state an absolute bottom line because we can’t guaranty that a brilliant writer or composer won’t dash our assumptions.

Conclusion. Still, it’s hard to imagine anyone successfully claiming copyright in any 2- or even 3-word (real words, not coined) phrase – if for no other reason than given the relatively small number of meaningful 2- and 3-word phrases, and the exhaustive output of English speakers, each of those short phrases would have already appeared so frequently that no one using such a phrase could convincingly assert it originated with them, or that they should have the right to keep anyone else from using it.

So, unlike Roger Bannister running a mile under 4 minutes, the possibility of someone writing a copyrightable phrase of under 4 words (probably 5, possibly 6) should stand the test of time.

For more information on this topic, please contact Howard Zaharoff.

MomsTeam Institute’s #ForThePlayers 01/04/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events.
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header-logoOn December 21, 2015, MomsTeam Institute of Youth Sports Safety held a special advance screening of Sony Pictures’s new movie, Concussion.

M0846567MomsTeam Institute is a registered 501(c)(3) non-profit organization formed in 2013 to continue and expand on MomsTEAM’s fourteen-year mission of providing comprehensive, well-researched information to sports parents, athletes, coaches, athletic trainers, and other health care professionals about sports health and safety, nutrition, and parenting.

Its Board of Directors is made up of nationally recognized youth sports health and safety experts and business leaders, including MBBP Corporate Attorney Shannon Zollo.

Sony Pictures has named the Institute as the charity of choice for their Social media challenge #ForThePlayers.  You can show your support on Instagram, Twitter, and Facebook using the hashtag #ForThePlayers. Don’t forget to tag @ConcussionMovie.

 

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.

2016 Rings in Changes for Employers 12/30/2015

Posted by Morse, Barnes-Brown Pendleton in Employment.
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With 2016 upon us there are a few important changes to keep in mind, as well as recommendations to get your employment law practices in order.

Below is a short list to be aware of.

  • Minimum Wage Goes Up
  • Earned Sick Leave Safe Harbor Ends
  • Sexual Harassment Law Compliance
  • Data Protection Compliance

For all the details read our Employment Law Alert.

If you have questions about any of the above suggestions, please contact Sandy Kahn or any member of MBBP’s Employment Law Group.

Tax Alert: Last Minute Legislation Makes Permanent Business-Favorable Tax Breaks 12/28/2015

Posted by Morse, Barnes-Brown Pendleton in Legal Developments, Taxation.
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M0846558In early December, Congress passed and President Obama signed the “Protecting Americans from Tax Hikes (PATH) Act of 2015,” a tax package making permanent certain tax breaks that had previously expired every year or two years (requiring legislative action to be renewed). These now permanent tax breaks cover a range of entities and business practices. This alert addresses selected business provisions of the Act.

M0846557Action: Taxpayers should review all extended breaks; but may find those highlighted here particularly relevant. Tax benefits may be available by taking year-end action. Businesses and individuals that have already filed tax returns including 2015 tax periods should consider filing amended tax returns to take advantage of the new law.

Learn more about the key business tax provisions made permanent by the Act in our December Tax Alert.

Please contact Robert M. Finkel or Diana C. Española to learn more.

President Obama Signs Law that Changes the Visa Waiver Program 12/24/2015

Posted by Morse, Barnes-Brown Pendleton in Immigration, Legal Developments.
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IAOn December 18, 2015, President Obama signed the 2016 Consolidated Appropriations Act (H.R. 2029) (the “Law”) which not only funded the government through September 30, 2016, but also made several changes to the Immigration and Nationality Act.

Read the full Alert.

Questions? Contact a member of our Immigration Team.

MBBP Client Becomes Europe’s Largest Provider of Digital Learning Platforms 12/23/2015

Posted by Morse, Barnes-Brown Pendleton in Client News.
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itslearning Logo

Last month, MBBP Client itslearning, a market leading learning management system provider, announced its acquisition of Fronter, a Scandinavian-based learning management system.  The acquisition makes  itslearning Europe’s largest provider of digital learning platforms.

Read the full press release here.

 

Star Wars And Technology: May The Patent Office Be With You… 12/18/2015

Posted by Morse, Barnes-Brown Pendleton in Intellectual Property, Licensing & Strategic Alliances, New Resources.
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Today, December 18, 2015, is the official release in the U.S. of Star Wars: The Force Awakens, which is the seventh installment in the film series. The original trilogy began in 1977, and 38 years later is still going strong; a highly regarded film franchise to say the least. In part, the film series owes some of its success to the technology that “surrounds and penetrates” the movies.

Since the original trilogy, inventors have focused on creating or improving upon such Star Wars technologies as human prosthetics, solar power, robotics, lasers, rocket and missile technology, force fields, clones and genetic engineering, cybernetics, forms of levitation, and holography.

If you are thinking about trying to make something from the Star Wars universe a reality, “do…or do not. There is no try.” “You can’t stop change any more than you can stop the suns from setting.” And if you invent something, remember that it is “unwise to lower your defenses.”

Read the full article here!

MBBP’s Howard Zaharoff Elected Secretary of the Harvard Alumni Entrepreneurs, Inc. 12/15/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News.
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M0846618MBBP Attorney Howard Zaharoff has been elected to serve as Secretary of the Harvard Alumni Entrepreneurs, Inc., a Shared Interest Group of the Harvard Alumni Association.

Howard first became involved with the Harvard Alumni Entrepreneurs in 2006, when he helped manage its organization into a Massachusetts nonprofit corporation and assisted in obtaining its tax-exempt status.

Congratulations, Howard!

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