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John Hession Speaking on Panel at AUTM 2017 Eastern Region Meeting 09/19/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Events.
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JMH Headshot Photo 2015 (M0846571xB1386)At the Association of University Technology Managers (AUTM) Eastern Region Meeting, corporate attorney John Hession will participate on the panel “Title Founders and Initial Equity Distribution for Startups.” The panel will explore equity distribution among founders, universities, management, and employees during new company formation, and the impact of this distribution on the company’s success. The panel will include the following participants:

Moderator:
William Rosenberg, Startup Consultant

Speakers:
Irene Abrams, Boston Children’s Hospital
Abigail Barrow, Massachusetts Technology Transfer Center

Additional information can be found on the AUTM 2017 Eastern Region Meeting event page.

Mike Cavaretta Moderating Startup Coalition Panel on Avoiding Legal Snafus 09/12/2017

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Michael J Cavaretta (MJC)Corporate attorney Mike Cavaretta will moderate the Startup Coalition panel “An Ounce of Prevention: How Startups Can Avoid Legal Snafus.” The panel of startup and legal veterans will discuss on which legal precautions startups should focus their limited resources in order to reduce the likelihood of long term consequences on their business.

The panel will take place on September 20th at WeWork. View the event page for more information and registration details.

Carl Barnes Comments on Earnout Disputes in Startup Acquisitions in Wall Street Journal 09/05/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Life Sciences, M&A.
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CFB Headshot Photo 2015 (M0846497xB1386)The Wall Street Journal article “Rise of ‘Earnouts’ Muddies M&A Waters” discusses the increasing landscape of earnout agreements in startup acquisitions. As the article states, earnout agreements are often used in order to settle differences over a company’s valuation, but are frequently leading to disputes over milestone payments. MBBP corporate partner Carl Barnes remarks that:

Concern about the potential for earnout disputes is leading startups to take proactive measures, such as creating escrow accounts to fund legal battles. Typically, funds for the escrow come off the top of the cash paid up front. If the funds are never used, they are disbursed to shareholders.”

Additional measures involve how the earnout agreements are initially structured and negotiated within the deal. For more information, read the full article.

MBBP’s Life Sciences Vector Newsletter, Summer 2017 08/24/2017

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extOur Life Sciences team has published the Summer 2017 edition of its Vector newsletter. Below you will find brief descriptions of the news and articles included in the publication. Read the full newsletter for more information.

CORPORATE PARTNER MIKE JABBAWY PARTICIPATING ON SHOOBX STARTUP PANEL

On September 26, corporate partner Mike Jabbawy will take part in the panel “How to Start a Startup.” The panel is part of Shoobx’s Startup Series, which features real life stories from startup founders, investors, and community members. More information and how to register for the event can be found on page 1.

INTELLECTUAL PROPERTY ATTORNEY AMANDA SCHREYER JOINS MBBP AS COUNSEL

Intellectual Property attorney Amanda Schreyer joined the firm as Counsel. Amanda focuses her practice on licensing and strategic alliances; trademarks and copyrights; and privacy and data security. Read more about Amanda’s practice.

MORE MONEY FOR LIFE SCIENCES?

A new legislative proposal to provide a five-year, $500 million life sciences initiative was recently announced by Governor Charlie Baker. This initiative would extend the current 10-year, $1 billion initiative that is set to expire at the end of the next fiscal year and would continue to be managed by the Massachusetts Life Sciences Center. More information about the proposal can be found on page 1.

SANDOZ INC. v. AMGEN INC.: SUPREME COURT CLARIFIES BPCIA PROVISIONS

On June 12, 2017, the United States Supreme Court issued its first ruling on two key provisions of the Biologics Price Competition and Innovation Act (“BPCIA”) concerning the resolution of patent infringement suits in connection with the submission to the Food and Drug Administration (“FDA”) of applications to commercialize biosimilars in the United States. Read more about the case implications.

LIFE TECHNOLOGIES CORP. v. PROMEGA CORP.

On February 22, 2017, the Supreme Court issued its decision in Life Technologies Corp. v. Promega Corp., a case focused on interpreting the patent infringement statute which creates liability for exporting a component of a patented invention. Read the full article for more information.

TC HEARTLAND LCC v. KRAFT FOODS GROUP BRANDS LLC

In TC Heartland LLC v. Kraft Foods Group Brands LLC, the Supreme Court unanimously held that 28 U.S.C. § 1400(b) is the exclusive provision controlling venue in patent cases, and that under this provision a corporation “resides” only in the state of incorporation. Continue reading for more information about the case.

THE MINUTIAE OF CORPORATE MINUTES?

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. More guidance on corporate minutes can be found starting on page 4.

CLIENT SPOTLIGHT: CRISTCOT LLC

Cristcot LLC is a global life sciences company focused on the development and commercialization of unique drug delivery systems, combination products, and specialty drug formulations that improve the quality of patient care. Read the full spotlight on page 6.

Mike Jabbawy Participating on Shoobx Startup Panel 08/08/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Events, Venture Capital & Private Equity.
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MRJ Headshot Photo 2017 (M1047116xB1386)On September 26, corporate partner Mike Jabbawy will take part in the panel “How to Start a Startup”. The panel is part of Shoobx’s Startup Series, which features real life stories from startup founders, investors, and community members. Items of discussion will include choosing a form of entity for a business, choosing co-founders, and how to find assistance to get your business off the ground.

For more information, including registration details, visit our VCs and Startups blog.

MBBP Clients Included in MassChallenge 2017 Startup Class 05/25/2017

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logo_mcFirm clients DropZone for Veterans and Skelmet are among the 128 startups that will be a part of this year’s MassChallenge Boston accelerator program. MassChallenge helps the world’s highest-impact and highest-potential startups launch, grow, and make an impact across various industries. The program received more than 1,500 applications this year, and will end with the MassChallenge Boston Awards, where startups will compete for shares of more than $1.5 million in equity-free awards.

DropZone for Veterans is a customizable directory of high-impact veteran benefits including education, employment, family, and health and wellness. Skelmet is revolutionizing the eyewear industry with 3D Fit technology, combining state of the art 3D scanning with 3D printing to automatically measure, design, and produce bespoke sunglasses.

Congratulations to DropZone for Veterans and Skelmet!

Early-Stage Life Science Financing Event – March 30 03/09/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Events, Life Sciences, MBBP news.
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JMH Headshot Photo 2015 (M0846571xB1386)Don’t miss our next event, Money and Molecules: Early-Stage Life Science Financing, on Thursday, March 30 from 3:30-5pm at the Cambridge Innovation Center. Moderated by corporate attorney John Hession, a panel of experts will discuss the current complex financing environment for early-stage life science companies. Among other topics, the panel discussion will include:

  • Formulate a comprehensive and coherent financing strategy
  • Construct a financing strategy that fits the company’s timetable and milestones
  • Understand and handle the disadvantages of taking money from different investor types
  • Understand and leverage the advantages of different classes of investors
  • Optimize their chances for success

View our event page for more information and to register for the event.

MBBP Clients Red Crow and MiRTLE Medical Featured in Forbes Article Regarding New Equity Crowdfunding Platform 10/31/2016

Posted by Morse Barnes-Brown Pendleton in Client News, Corporate, Financial Services, Life Sciences, Venture Capital & Private Equity.
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MBBP clients Red Crow and MiRTLE Medical are featured in a Forbes article regarding Red Crow’s new equity crowdfunding portal that will be launching in November.  The crowdfunding platform will feature “exclusive and professionally-vetted investment opportunities” for accredited and non-accredited investors.

MiRTLE Medical will have one of the first featured investment opportunities. MiRTLE’s product is a custom designed diagnostic-grade 12-lead electrocardiogram for use during MRI.  MBBP is assisting MiRTLE Medical with its involvement in the crowdfunding platform.

To learn more, read the full Forbes article.

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.

Panel 3 of Life Sciences Series To Be Held On September 22nd! 08/31/2016

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Events, Financial Services, MBBP news.
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JMH Headshot Photo 2015 (M0846571xB1386)On Thursday, September 22nd, MBBP will host the third panel of our Life Sciences Series, “Funding Models in Biotech“.  The panel will be held at the Cambridge Innovation Center (CIC) from 4:30pm – 6:00pm.

The panel will discuss today’s financing environment for emerging biotech companies, and the many complexities facing these companies in their attempts to find investors.
Corporate Partner John Hession will moderate the panel, which includes the following experts:

Josh Hamermesh, Vice President, Locust Walk

Steve Gullans, Managing Director, Excel Venture Management

Dana Callow, Managing General Partner, Boston Millennia Partners

View the full event details and registration information.  Register soon – seating is limited!

Firm Client TechSandBox Launches Veterans’ Technology Entrepreneurship Program 08/19/2016

Posted by Morse Barnes-Brown Pendleton in Client News, Intellectual Property.
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Morse, Barnes-Brown & Pendleton sponsored organization and client, TechSandBox, announced its partnership with MassDevelopment and the Massachusetts Technology Collaborative (“MassTech”) in the launch of a new program for military veterans.  The Military Veteran Entrepreneurs in Technology program (“VET”) is for veterans who are starting and growing new ventures in innovation-focused sectors and will provide support via mentoring, networking, and advising, among other services.  TechSandBox Logo (M0654842xB1386)

Through its involvement with VET, TechSandBox will supply veterans with the necessary resources to create and foster successful startups.  Specifically, TechSandBox will document the needs of the veterans, deliver programming for entrepreneurial development, and provide a network of other entrepreneurs in which the veterans can interact.

The VET will serve veterans in the MetroWest region and the Commonwealth.  The program will begin with a pilot phase, which will last for 18 months.  MassDevelopment and MassTech provided a combined grant of $53,101 for the pilot program.  For more information about the program, view TechSandBox’s website.

TechSandBox is a technology incubator for innovation-driven companies.  Its mission is to accelerate the success of science and technology entrepreneurs.  MBBP is proud of its client’s community-focused approach and the commitment to veterans through this new program.

MBBP Client Fanzcall Receives Backing from Red Sox’s David Ortiz 07/29/2016

Posted by Morse Barnes-Brown Pendleton in Client News, Corporate, Games & Interactive Entertainment.
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logoFanzcall, an interactive live sports game app, announced that Boston Red Sox’s David Ortiz is now a shareholder in the Waltham-based startup company.  Ortiz has an equity stake in the company, and will serve as an Ambassador.  Fanzcall allows users to guess the outcome of at-bats during live games.  It was founded by Anton Khinchuk and has already raised approximately $1.6 million through investors.

Regarding his involvement with Fanzcall, Ortiz remarked “I’m excited that the Fanzcall app allows baseball fans to become a part of the game they love… I love this opportunity to work with Fanzcall to extend my own love of the game, even after I retire.”  The app is available for free in the App Store and in Google Play.

MBBP is thrilled to continue its work with client Fanzcall, and looks forward to witnessing its continued success!

MBBP Client BBK Worldwide Partners with Apptomics on App to Monitor Parkinson’s Patients 07/11/2016

Posted by Morse Barnes-Brown Pendleton in Client News, Computer Software & Hardware, Life Sciences, Medical Devices.
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Firm client BBK Worldwide is partnering with Wellesley-based digital health app maker, Apptomics, as it prepares to launch a one-year clinical trial in September. Using a combination of apps (iMotor and MyPD), for monitoring patients with Parkinson’s disease, the trial will test the effectiveness of these tools in impacting the management of Parkinson’s disease and health outcomes.  iMotor measures objectively patients’ motor function by combining several variables and MyPD focuses on collecting data related to symptoms, medications, side effects sleep quality, and emotional status. Data collected are transmitted in reports to patients’ neurologists.BBK Worldwide Holdings logo (M0790340xB1386)

BBK Worldwide is the foremost patient recruitment and engagement technology firm, providing a range of award-winning creative services and technology solutions to the world’s most innovative pharmaceutical and biopharmaceutical companies and their outsourced suppliers, such as CROs and eClinical providers. Apptomics works to achieve optimal management of chronic neurological conditions, including Parkinson’s, through scientifically validated mobile applications that allow collection of objective and patient reported data on disease progression.  BBK Worldwide is now a minority investor in Apptomics, with BBK Principal Matthew Stumm serving on the Apptomics Board of Directors.

The two companies will work to develop a collection of apps aimed at monitoring patients with chronic neurological diseases and relaying the information to their doctors.  Apptomics has already had success with the iMotor app through two studies that clearly demonstrated the scientific effectiveness of its data collection.  The app also proved able to distinguish Parkinson’s patients from healthy individuals, and distinguished with high sensitivity the effects of treatment plans.

Congratulations to both companies on their new venture!

 

Highlights from MBBP Life Sciences Series Panel 2 – Laying the Foundation for Growth: Entity & Equity 07/05/2016

Posted by Morse Barnes-Brown Pendleton in Attorney News, Client News, Corporate, Events, Life Sciences, Venture Capital & Private Equity.
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On Wednesday June 22nd, the offices of Morse, Barnes-Brown & Pendleton were filled with a crowd of people for a life sciences panel discussion on “Laying the Foundation for Growth: Entity & Equity.”  Esteemed panelists included Marc Cote, COO of Accellient; Jeffrey Solomon, Managing Shareholder of Katz Nannis + Solomon; and MBBP’s own John Hession as moderator.

The panel explained to the audience the importance of understanding the different entity options when starting a new business, and JMH Headshot Photo 2015 (M0846571xB1386)provided important tips on how to pick the right fit for the business.  John Hession stated that when choosing an entity it is crucial to consider where you plan on heading with the business and the long-term goals, how long before you generate money, investments, exit strategy, and how long before you will be investing money of your own into the business.

Jeffrey Solomon explained that most investors will insist that your business is a Delaware C-Corp.  He detailed that although LLCs can be beneficial because of their pass through tax benefits, they also have more complexities with tax filings.  However, since C-Corps are able to receive 1202 tax treatment and exclude gains, C-Corps are typically preferred.  The panel also discussed equity strategic considerations, including restricted stock options, with Marc Cote describing the importance of filing an 83(b) within 30 days of executing the agreement.

These were merely a few of the insightful topics discussed at the 2nd Life Sciences Series Panel.  The next panel in September will be equally educational, so keep an eye out for further details, including registration information, on our site.

Register Now! Laying the Firm Foundation for Growth: Entity & Equity – Life Sciences Series – Panel 2 05/31/2016

Posted by Morse Barnes-Brown Pendleton in Attorney News, Client News, Events, Intellectual Property, Life Sciences, MBBP news.
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Join us at our Waltham office on June 22nd for the second panel in our Life Sciences Series, Laying the Firm Foundation for Growth: Entity & Equity.  JMH Headshot Photo 2015 (M0846571xB1386)

Our expert panel will discuss whether a corporation or a limited liability company is more suitable for building an emerging company, and how to maximize the equity compensation of your team with restricted stock, stock options, or profits interests.

MBBP Partner John Hession will moderate the panel, which will include Marc Cote, Chief Operating Officer of Accellient, and Jeff Solomon, Partner at Katz Nannis + Solomon.

The event will take place from 7-9:30am.  A light breakfast will be provided. Seating is limited – please register here.

MBBP Partner Joseph Martinez Participating in MIT Enterprise Forum’s Spring Start Smart Class 05/11/2016

Posted by Morse Barnes-Brown Pendleton in Attorney News, Client News, Corporate, Employment, Events, Financial Services, Intellectual Property, Licensing & Strategic Alliances, MBBP news.
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Corporate partner Joseph Martinez will take part in MIT Enterprise Forum’s (MITEF) Spring Start Smart Class, which will run from May 23-June 20.  M0846610He will appear as a Guest Speaker during the third class, which will focus on legal issues for startups.  Specifically, Martinez will discuss the employment, financing, and intellectual property legal issues facing startups.

MITEF’s Spring Start Smart Class is an eight session program focused on providing expertise to entrepreneurs on how to launch a successful new business.  The program is structured as a hands-on workshop, and features guest speakers whose fields of expertise correlate with each class’s specific topic of discussion.

For more information and to register for the course, see the full details here.MITEF-Full-Color-e1438717228333

Startup Coalition Event! Wednesday May 25, 2016 05/06/2016

Posted by Morse Barnes-Brown Pendleton in Attorney News, Client News, Corporate, Events, MBBP news, Venture Capital & Private Equity.
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Join the Startup Coalition at its next event, “Fundraising Environment for Consumer or B2C Startups in 2016”, on Wednesday, May 25th from 6pm to 8pm (EDT).  Startup-Coalition_LogoThe program will be held at WeWork, 745 Atlantic Avenue, Boston, MA 02111.

MBBP’s Michael Cavaretta is a co-founder of the Startup Coalition, and will moderate the panel discussing insights and questions relevant to consumer company entrepreneurs and investors.

Michael J Cavaretta (MJC)Panelists will include both investors and entrepreneurs.

Full event details and registration information can be found here.

Firm Client PMS Bites to be Featured on Shark Tank! 05/05/2016

Posted by Morse Barnes-Brown Pendleton in Client News, Corporate, Events, MBBP news.
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MBBP client PMS Bites will appear on ABC’s Shark Tank on May 20, 2016.  PMS Bites are indulgent, yet nutritious, snack balls made to satisfy chocolate cravings during the week women need it most! All bites are gluten free, vegan, and made with all natural ingredients.logo

Tune in on Friday May 20th at 9pm to catch the episode!

TechSandBox Featured in Worcester Business Journal 05/04/2016

Posted by Morse Barnes-Brown Pendleton in Attorney News, Client News, Corporate, Events, MBBP news, Telecommunications & Networking.
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The Worcester Business Journal highlighted Firm client TechSandBox in an article discussing the increasing presence of startup incubators.  TechSandBox Logo (M0654842xB1386)Barbara Finer, CEO and founder of TechSandBox, detailed the benefits and necessary components for a successful co-working space.  MBBP’s Howard Zaharoff serves on the Board of Directors for the Hopkinton based innovation center.  Read the full article for more details.

Additionally, MBBP’s relationship with TechSandBox allows our attorneys to serve as experts at TechSandBox events.  Josh French will be a panelist for TechSandBox’s unPanel event, which will be held tomorrow,  Thursday May 5th.

Josh French Panelist for TechSandbox’s unPanel Event 04/20/2016

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Events, Telecommunications & Networking.
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Josh FrenchOn May 5th, Attorney Josh French will be a panelist at “Networking with a Twist: The Expert’s unPanel” presented by TechSandBox. On this panel will be ten experts in all different aspects of starting a business. Josh French will be representing the legal viewpoint.

The unPanel does not have a typical panel program outline and instead is an opportunity for attendees to ask the questions and steer the conversation. The event targets young companies, startup founders, and people considering starting a business. Topics could include contracts, banking, product prototyping, angel investors, and finding low cost resources.

For more information, visit the TechSandBox calendar.

 

 

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