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Michael Jabbawy Joins MBBP as Corporate Partner 03/15/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, MBBP news.
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MRJ Headshot Photo 2017 (M1047116xB1386)We are pleased to announce the addition of Corporate Member Michael R. Jabbawy.

Michael’s practice is focused primarily in the areas of emerging and growth technology companies, venture capital, M&A transactions, and corporate governance.

As a member of the Corporate Department, Michael advises technology and other emerging companies through each stage of growth, counseling founders, management teams and boards on pre-incorporation and formation matters, corporate governance, employment matters and strategic commercial transactions, equity and debt fundraising activities, and mergers and acquisitions.

We invite you to contact Michael directly.

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 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.

MBBP Welcomes New Attorneys to the Team 12/08/2016

Posted by Morse Barnes-Brown Pendleton in Attorney News, MBBP news.
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Morse, Barnes-Brown, and Pendleton has welcomed three new attorneys: Joshua H. Watson, William R. Schmidt II, and Kelly L. Hinkel.

Josh and Kelly have become members of the Corporate Practice group, while Bill has joined the Patent Practice group. Josh is an experienced private funds attorney and has joined the Corporate Practice group’s Private Investment Funds & Advisers (PIFA) team. Bill is a registered patent attorney whose practice focuses on patent prosecution, opinions, and related counseling. Kelly’s practice includes advising companies on financings, corporate governance, and entity formation.

Details can be found in the formal announcement.

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 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 Welcomes Attorney James Kelly 09/25/2013

Posted by Morse Barnes-Brown Pendleton in Attorney News, MBBP news.
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Corporate Attorney James KellyMBBP is pleased to announce that Attorney James J. Kelly has joined the firm as a member. Jim is a business lawyer with a practice focused on representing alternative investment managers and investors. With experience in innovative investment products, Jim represents a range of investment management firms in all aspects of their businesses, including structuring, organizing and offering onshore and offshore investment funds and other investment vehicles and separate accounts, advising on myriad compliance, operational and regulatory matters, and effecting investment transactions.

He advises investment managers with respect to the formation and operation of sponsor and management entities and arrangements among firm principals. Jim also represents institutional and high-net-worth investors with respect to alternative investment fund and separate account investments.

Prior to joining Morse, Barnes-Brown & Pendleton, Jim was a partner in the hedge funds and private investment funds practices at Goodwin Procter LLP; before that he was an associate in the business practice group at Testa, Hurwitz & Thibeault, LLP. Jim is a graduate of the University of Alberta and earned his law degree from the University of Toronto Faculty of Law.

For more information, feel free to contact James Kelly.

MBBP Welcomes Attorneys Christopher Perry and Jonathan Calla 09/20/2010

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MBBP is pleased to announce two new additions to the firm, Employment Attorney Christopher Perry and Corporate Attorney Jonathan Calla.

Employment Attorney Christopher PerryChris represents and advises employers on all aspects of employment law, including discrimination, wrongful termination, wage and hour law, contractual issues and sexual harassment. He also regularly litigates complex cases for employers involving claims of wrongful termination, employee benefits, enforcement and defense of restrictive covenants, discrimination and breach of contract.

Throughout his career, Chris has represented management in all types of matters arising out of collective bargaining relationships, as well as union organizing efforts. Prior to joining MBBP, Chris practiced labor and employment law at Hale and Dorr LLP (now WilmerHale), where he was a senior partner, and as a senior shareholder at Littler Mendelson, P.C.

Corporate Attorney Jonathan CallaJonathan concentrates his practice in the areas of general corporate and securities law representing clients in connection with company formations, private equity transactions, financings and mergers and acquisitions. He also advises public and private companies in connection with corporate governance and securities law compliance matters.

Previously, Jonathan served as corporate counsel at LoJack Corporation, a publicly traded technology company. Prior to working inhouse, he was a corporate associate at Choate, Hall & Stewart LLP in Boston, and at Farris, Vaughan, Wills & Murphy LLP in Vancouver, British Columbia, Canada.

For more information, feel free to contact Chris or Jonathan.

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