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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 Partner Scott Bleier Featured in “Legal Outlook Q&A” Interview with LinkSquares 09/28/2016

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, M&A, Venture Capital & Private Equity.
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Firm corporate partner Scott Bleier was recently interviewed by LinkSquares, Inc., regarding his vast knowledge and experience as a “veteran startup lawyer”. M0846500 Scott discussed various topics relating to startups, including the largest legal issues for early stage companies, the role of outside counsel for tech companies, and the biggest challenges surrounding customer agreements and contracts.

Read the full interview for more information.

Jonathan Gworek Concludes Tenure as Chair of Private Equity and Venture Capital Committee at ABA Business Law Annual Meeting 09/06/2016

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Events, M&A, Venture Capital & Private Equity.
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This year’s ABA Business Law Section Meeting will mark the end of Corporate Partner Jon Gworek’s position as Chair of the Private Equity and Venture Capital Committee.  Jon was appointed as chair of the committee in 2013 during the annual meeting, and in the role has been integral in planning the committees activities and meetings.  M0846570

During this year’s meeting in Boston, Jon will act as moderator for various meetings, while the Private Equity and Venture Capital Committee will present two panels: “Valid Corporate Action: Avoiding Failures in Authorization and Ratifying Defective Corporate Acts” and “Venture Backed M&A: Special Considerations”.

The Private Equity and Venture Capital Committee will feature a number of distinguished speakers, including Vice Chancellor Glasscock of the Delaware Court of Chancery, Bruce Patton of Vantage Partners, co-author of Getting to YES: Negotiating Agreement Without Giving In and Distinguished Fellow and co-founder of the Harvard Negotiation Project, and prominent corporate venture capitalists, Carl Stjernfeldt from Shell Technology Ventures, and Frank Andrasco from Siemens Venture Capital.

Jon has thoroughly enjoyed leading the Private Equity and Venture Capital Committee over the past three years, and is looking forward to remaining actively involved in the Business Law Section of the ABA.

To read more about MBBP’s involvement with the Annual Meeting, read the latest posts on our M&A Today blog.

Civil Penalties for HSR Violations Raised by FTC 08/03/2016

Posted by Morse Barnes-Brown Pendleton in Legal Developments, M&A.
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TCFB Headshot Photo 2015 (M0846497xB1386)he Federal Trade Commission announced that the maximum civil penalty for violations of the premerger notification requirements of the HSR Antitrust Improvements Act of 1976 has increased from $16,000 to $40,000 per day. A premerger notification gives the FTC and the Department of Justice, which share jurisdiction over HSR, the ability to review a transaction for anti-competitive effects and determine whether to seek injunctive or other relief before it closes. This 150% penalty increase is due to “catch-up” inflation adjustments.

Learn more about this increase in the full post on our M&A Today blog.

MBBP Partner Carl Barnes to be Panelist on MCLE M&A Program 06/10/2016

Posted by Morse Barnes-Brown Pendleton in Attorney News, Client News, Corporate, Events, M&A.
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Carl Barnes (CFB)Carl Barnes will be featured as a panelist on the upcoming MCLE program “Representations, Warranties, Indemnification and Termination Provisions: Drafting and negotiating to allocate risk in business transactions”.

For more detail and for information on how to register, visit our M&A Today blog.

M&A Considerations for Venture-Backed Companies – Register now! 04/27/2016

Posted by Morse Barnes-Brown Pendleton in Client News, Corporate, Events, M&A, MBBP news.
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MBBP to host a panel of experienced deal makers who will provide an insider’s perspective on what it takes to successfully position a venture backed company for sale and get a deal done. These panelists include Brady BohrmannTed Gillick, and Douglas Melsheimer. They all represent unique perspectives of a buyer, seller, and banker and each bring years of experience in venture-backed M&A.

Topics that will be addressed include positioning your company for a successful exit, various stakeholders in an M&A transaction, buyers assessing strategic fit, and best practices to ensure a smooth transaction and done deal.

The event will take place on Thursday, May 19th at 4:00pm at the Cambridge Innovation Center. Seating is limited – Register here.

 

 

Attorney Shannon Zollo Panelist at AMAA New England Meeting 04/13/2016

Posted by Morse Barnes-Brown Pendleton in Attorney News, Events, M&A, MBBP news.
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MBBP Attorney Shannon Zollo will be a panelist at the SSZ Headshot Photo 2015 (M0846567xB1386)upcoming Alliance of Merger & Acquisition Advisors New England Chapter meeting on Monday, May 9th. The topic of this meeting is, “Bridging the Valuation Gap – Earn Outs”. Specifically, the panelists will discuss the use of earn outs in M&A, structural considerations, measurement methods, legal issues, tax implications, valuation and financial reporting, and potential pitfalls.

To learn more and to register, check out the AMAA New England Chapter Event page.

Just Posted – MBBP’s 2015 M&A Year in Review! 03/31/2016

Posted by Morse Barnes-Brown Pendleton in Attorney News, M&A, MBBP news.
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M&A TodayCheck out MBBP’s M&A Today blog for a sampling of our successful M&A transactions from 2015.

We take pride in guiding clients through the complexities of M&A transactions in markets as diverse as analytical instruments, software, SAAS, industrial controls, pharmaceuticals, biotech, medical devices, transportation, professional services, and oil & gas.

Cheers to great clients!

 

 

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.

M&A Video Clip – Representations & Warranties: Common Issues in M&A Transactions 11/16/2015

Posted by Morse Barnes-Brown Pendleton in M&A, New Resources.
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In the eighth video of MBBP’s M&A Clip Series, M&A attorney Mary Beth Kerrigan talks about representations and warranties in M&A transactions.

MBKvideo

 

M&A Video Clip – Working Capital Adjustment: Common Issues in M&A Transactions 11/03/2015

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, M&A, New Resources.
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In the sixth video of MBBP’s M&A Clip Series, M&A attorney Scott Bleier explains why working capital is a vital piece of the M&A transaction.

M&A Clips Video #6 Common Issues in M&A Transactions- Working Capital Adjustment

M&A Video Clip – Escrow: Common Issues in M&A Transactions 10/14/2015

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, M&A.
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In the fifth video of MBBP’s M&A Clip Series, M&A Attorney Joe Marrow discusses escrow (or a hold back) which is common in most merger and acquisition transactions.

JCMvideo

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.

mjtHSRvideo

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

BlueMetal Acquired by Insight 10/05/2015

Posted by Morse Barnes-Brown Pendleton in Client News, Deal News, M&A.
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bluemetal-logoMBBP Client BlueMetal Architects, Inc., an interactive design and technology architecture firm based in the Boston area, was acquired in a merger transaction by Insight Enterprises, Inc.  a Fortune 500 company based in Phoenix, AZ.

MBBP has served as counsel to BlueMetal since its inception in 2010,  and advised it in connection with the structuring, negotiation and documentation of this merger. Mark Tarallo was lead attorney for the transaction.

For more information, read the full news release here.

MBBP Has Busy Month with a Number of Noteworthy Deals 06/04/2015

Posted by Morse Barnes-Brown Pendleton in Client News, Deal News, M&A.
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VirginMBBP Client Virgin Pulse received $92 Million in venture financing from Insight Venture Partners enabling Virgin Pulse to accelerate the growth of the market-leading products that replenish and recharge employees by providing tools that build better habits.

imagesIn addition Serruya Capital Partners, a Toronto based private equity firm, acquired MBBP Client Tivoli Audio, a global premium audio products company. This complex transaction required engagement with foreign legal counsel in Europe.

Capping off the month was the acquisition of MBBP Client Diversified Project Management, a construction management services firm to STV, a national construction management firm.M0785161

Shannon Zollo was the lead corporate attorney on MBBP’s team.

Morse, Barnes-Brown & Pendleton served as counsel to all three clients, and advised them in connection with the structuring, negotiation and documentation of these transactions.

To learn more, read the full press release.

Dane Street Expands to Better Serve Their Customers 02/03/2015

Posted by Morse Barnes-Brown Pendleton in Client News, M&A.
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Dane Street Client Logo (M0739750)MBBP client Dane Street recently announced the acquisition of National Examinations Network (NEN) a Huntington, NY based company.  The new partnership will further strengthen Dane Street’s ability to better serve their clients within that region. Morse, Barnes-Brown & Pendleton serves as counsel to Dane Street, and advised it in connection with the structuring, negotiation and documentation of this transaction.  Shannon Zollo was the lead corporate attorney on MBBP’s team.

More details can be read here.

Spectro Scientific Acquires On-Site Analysis, Inc. 01/28/2015

Posted by Morse Barnes-Brown Pendleton in Client News, Deal News.
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Spectro Scientific

On November 28, 2014, MBBP client Spectro Scientific, a leading developer and manufacturer of analytical tools and software acquired On-Site Analysis, Inc., (OSA).  Spectro Scientific is one of the largest worldwide suppliers of oil, fuel and processed water analysis instruments to industry and the military.  OSA specializes in manufacturing analytical equipment primarily for on-premise coolant, oil and lubrication testing.  The acquisition will enable customers to enjoy continually higher levels of analytical speed, convenience and accuracy.

Morse, Barnes-Brown & Pendleton serves as counsel to Spectro Scientific, and advised it in connection with the structuring, negotiation and documentation of this transaction.  Joe Marrow was the lead corporate attorney on MBBP’s team.

For more information read the full article.

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.

M&A Today: First Issue of 2015 01/06/2015

Posted by Morse Barnes-Brown Pendleton in M&A.
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MA Today BannerWe’re starting 2015 with plenty of M&A news! Articles include:

To learn more on all these topics the full newsletter  can be found on our M&A Blog.

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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