Morse, Barnes-Brown & Pendleton - Latest News and Resources http://www.mbbp.com/ Boston-area business law firm en-us VC Transactions: Caps on Participating Preferred and the "Zone of Indifference" http://www.mbbp.com/resources/business/caps-participating_preferred.html This article describes the basic economics of participating preferred stock, the concept of a cap, and the resulting zone of indifference that this cap can create. Fiduciary Duty Obligations to Common Stockholders: Management Carve-out Plans http://www.mbbp.com/resources/business/management_carve-out.html In an economic climate such as the current one, venture-backed companies often implement management carve-out plans as an incentive to retain key employees through an acquisition. What Happens to a License in a Statutory Merger? http://www.mbbp.com/resources/iptech/license_merger.html Cincom Systems v. Novelis Corp. reminds us that a statutory merger that results in a new entity using technology that was originally licensed to the merged entity may be deemed a transfer which, if done without licensor permission, can get the successor in trouble ... even if state law appears to say otherwise. Going Private: Why Companies Go Private http://www.mbbp.com/resources/business/private-company.html There are a number of reasons a public reporting company may consider going private (or "going dark"). These reasons include... Life Sciences Merger and Acquisitions on the Rebound in Massachusetts? http://www.mbbp.com/resources/business/life-sciences-mergers.html A recent surge in announced transactions involving Massachusetts companies suggests that transaction activity in the life sciences space may be on the rebound. Fiduciary Duties of Directors to Creditors http://www.mbbp.com/resources/business/fiduciary_duties.html In times of financial distress, do directors of companies owe fiduciary duties to creditors? It has long been the case that directors owe fiduciary obligations to the corporation for which they serve and the stockholders of such corporation. Shire in Licensing Agreement with Santaris for Development of RNA-based Medicine http://www.mbbp.com/news/firm/shire_license-agreement.html WALTHAM, MA -- Shire, a worldwide leading specialty biopharmaceutical company, has entered into a collaboration and licensing agreement with Santaris Pharma A/S to develop RNA-based medicines for the treatment of rare genetic disorders. EZFacility Acquired Through Sale of Assets http://www.mbbp.com/news/firm/ez-facility.html WALTHAM, MA -- EZFacility, a global leader in scheduling and management solutions for sports and athletic businesses, has been acquired through the sale of its assets to Gary Jonas Computing, Ltd., a wholly-owned subsidiary of Constellation Software, Inc. (TSX:CSU). RUNmyERRAND Completes Seed Financing http://www.mbbp.com/news/firm/runmyerrand-financing.html WALTHAM, MA -- RUNmyERRAND, Inc., a social networking inspired web and mobile platform facilitating connections between members of a community in real time, has completed a Seed Financing Round from Maples Investments and Baseline Ventures.