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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.

Moderator:

David Feinberg, Esq. Feinberg Hanson LLP

Panel:

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.

Giant Otter Receives SBIR Phase II Grant 02/27/2015

Posted by Morse, Barnes-Brown Pendleton in Client News.
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Giant Otter Technologies

MBBP Client Giant Otter Technologies announced on February 26, 2015 that it has been awarded a Small Business Innovation Research (SBIR) Phase II grant.  This highly selective two –year grant from the National Science Foundation in the amount of $750,000 will support Giant Otter’s mission to collect the world’s most comprehensive database of human behavior.

Giant Otter Technologies creates data-driven improvisational role-playing virtual simulations that can help change behaviors and improve relationships.

Read the latest news.

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.

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.

 

Tips for Caring for Your Patent Garden During Economic Winter 02/20/2015

Posted by Morse, Barnes-Brown Pendleton in Intellectual Property, New Resources.
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Illustration - SLV058H (M0003309)There’s snow on the ground, snow on the MBTA tracks, snow on the roofs….it feels like winter will never end!  But inevitably it will, and we’ll once again have warm spring breezes, singing birds and blooming tulips to refresh our spirits.  In the meantime, while your real garden sleeps beneath the snow, this is the perfect opportunity to consider tending your patent garden to ensure that it flourishes for years to come.

Here are 5 tips from Patent Attorney Lisa Warren. Feel free to contact Lisa with questions about your patent portfolio.

MBBP Client Demiurge Studios Acquired by SEGA Networks 02/20/2015

Posted by Morse, Barnes-Brown Pendleton in Client News, Computer Software & Hardware, Games & Interactive Entertainment, Intellectual Property, Legal Developments, Licensing & Strategic Alliances, New Resources, Public Companies, Publishing & Media.
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2015-02-19_10-29-40MBBP Client Demiurge Studios, an independent game developer out of Cambridge, Massachusetts, has been acquired by SEGA Networks, a multinational video game developer, publisher, and hardware development company. Founded in 2002, Demiurge Studios made the transition into mobile gaming in 2008 and found success with Marvel® Puzzle Quest™, a top 100 grossing app on the App Store and top 50 grossing apps on Google Play. Previously, they worked with world-class developers like BioWare™ and Irrational Games™ on AAA console and PC games, contributing to titles such as BioshockBorderlands, and Mass Effect. Demiurge Studios will continue to make games under the Demiurge Studios name.

Morse, Barnes-Brown & Pendleton serves as counsel to Demiurge Studios, and advised it in connection with the structuring, negotiation and documentation of this transaction.

Joe Martinez was the lead corporate attorney on MBBP’s team, which also included attorneys Mike Cavaretta, Diana Española and Hillary Peterson.

To learn more, read the full press release.

The Industrial Internet Consortium Announces Release of “Track and Trace” 02/18/2015

Posted by Morse, Barnes-Brown Pendleton in Client News, Industries, Manufacturing, Retail & Service.
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2015-02-12_12-25-14

MBBP client The Industrial Internet Consortium (IIC), a non-profit group whose mission is to accelerate growth of the Industrial Internet by identifying, assembling and promoting best practices, has announced the release of the Track and Trace testbed. The goal of this project is to manage handheld power tools in manufacturing and maintenance environments by efficiently tracking and tracing the usage of these tools for proper use. During this two year project, five Industrial Internet Consortium members will be lending their expertise to the testbed. With the Track and Trace testbed, companies will be able to enhance productivity, production quality, and work safety in manufacturing.

To read the full press release.

Employment Attorney Scott Connolly authors Chapter in MCLE Book 02/17/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Employment, New Resources.
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Scott Connolly, a partner in MBBP’s Employment Law Group, authored the chapter “Policies to Guide Employee Conduct and Respond to Misconduct” in MCLE’s book Drafting Employment Documents in Massachusetts (3rd Edition 2015). The book is published by MCLE and is an essential resource for Massachusetts employers, employment attorneys, and human resources professionals.

To learn more about what Scott’s chapter covers regarding employment, head over to our Employment Blog.

MBBP Client Valeritas Files IPO 02/17/2015

Posted by Morse, Barnes-Brown Pendleton in Client News.
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Valeritas, Inc.

On February 12, 2015, MBBP client Valeritas, Inc., a medical technology company focused on the development and commercialization of innovative drug delivery solutions, filed for a $90 million IPO.

The filing with the SEC arrives one week after insulin pump maker Asante Solutions postponed its proposed $49 million offering.

Valeritas markets a disposable device that delivers basal-bolus insulin therapy for Type 2 diabetes.

More details can be found here or visit www.valeritas.com.

Kaspersky Lab Discovers Bank Robbery 02/17/2015

Posted by Morse, Barnes-Brown Pendleton in Client News.
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Kaspersky Lab

MBBP client Kaspersky Lab, Inc., a home and business computer security software company based in Woburn, MA., discovered one of the biggest bank robberies in history, showing that they are a major global player in the cybersecurity industry. On February 16, 2015 Kaspersky announced through a Press Release the criminals may have stolen as much as $1 billion from banks around the world!

For more information on Kaspersky click here.

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.

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