Business Law Institute 2018 Agenda

Wednesday, September 12 - DAY ONE
8:30 a.m.
Registration and Continental Breakfast  - Please Visit Our Sponsors!
9:00 a.m.
Introductions and Welcome
9:10 a.m.
- The December 2017 Tax Cuts and Jobs Act (TCJA): Overview of the Most Consequential Tax Reform Since 1986
- Tax Reform Affecting C Corporations and Individual Taxpayers
- Creation of a 20% Qualified Business Income Deduction for Owners of Pass-through Entities
- Introduction of a 3-year Holding Requirement for “Carried Interests”
- Limitations on Use of Net Operating Losses (NOLs)
- Immediate Capital Expensing
- Impact of TCJA on Enterprise Value
- Impact on Dissolution of Marriage Proceedings
- Limitation on Interest Expense Deduction
- Change to IRC 1031 Like-kind Exchange Rules
- Accounting Method Changes
- New Deferral Rules Applicable to Qualified Equity Grants
- Limitations on Marketing Expenses/Business Deductions
Presented by Scott P. Greiner, Esq., and Ronald L. Seigneur, CPA/ABV, ASA, CFF, CGMA
10:40 a.m.
Morning Networking Break – Please Visit Our Sponsors!
10:55 a.m.
Ethics: Best Practices and Common Ethical Issues Facing Business Lawyers [Submitted for 1.5 Ethics Credit]
- Maintaining Client Confidences and Technology
- Disclosing Publicly Available Client Information About the Client (Opinion 130)
- Use of the Cloud — What to Look for in Cloud Computing Services and More
- Who’s Your Client? Closely Held Businesses
- Who Holds the Attorney Client Privilege After a Sale, Merger or Bankruptcy?
- Transactional/Drafting Ethical Pitfalls
Presented by Heather Kelly, Esq., Assistant Attorney General, Jared Ellis, Esq., and Lance J. Ream, Esq.
12:10 p.m. – 1:20 p.m.
Lunch on Your Own
Day One Breakout Sessions:
1:20 p.m. - 2:10 p.m.
Breakout Session A
Option 1: Track Moderated by Herrick K. Lidstone, Jr., Esq..
Advanced Transactional Document Drafting: Best Practices
- Presented by Amy Bauer, Esq., Legal Writing Professor, University of Colorado Law School   
Option 2: Track Moderated by Victoria Bantz, Esq
Help Your Business Clients Reduce Risk from Social Media Posts and Other Communications
- Get a Primer on the Legal Issues Arising from Companies’ Published Content
- Learn the Issues Unique to Online Content
- Leave with Practical Tips for Keeping Your Clients out of Trouble
Presented by Ashley I. Kissinger, Esq.
Option 3: Track Moderated by Holly R. Shilliday, Esq.
Small Business Administration (SBA) Loans and Small Business Transactions  
• How SBA Loans Work
• How SBA Loans Impact Small Business Transactions
• Practice Tips in Regards to Transactions Funded by SBA Loans
Panelists: Kevin Doyle, Vice President, Wells Fargo SBA Lending, and Renee Wood, SBA Business Development Officer, Wells Fargo SBA Lending
Moderated by Julian Izbiky, Esq.
2:15-3:05 p.m.
Breakout Session B
Option 1:
Your Top Ten List of Things Done Wrong Regarding LLCs
Presented by Herrick K. Lidstone, Jr., Esq., and Amy Fliam, Esq.
Option 2: Track Moderated by Victoria Bantz, Esq.
IP Issues for Small Businesses
- Trademarks
- Trade Secrets
- Trade/Domain Names
Presented by Dana Jozefczyk, Esq.
Option 3:
Contract Damages from Drafting to Litigating: What's Available When, How to Protect Client Goals, and the Reality of Enforcement
This presentation explores the various forms of contract damages that are available, when they are available, and issues that impact whether certain forms of relief survive motions practice once in litigation and what issues influence the finder of fact. These are presented to provide guidance and consideration of things to consider at the drafting stage, during negotiations, realistic business considerations, evaluation of risk factors in the event of breach, as well as addressing damage claims head-on in litigation.
Presented by Shannon Bell, Esq.  
3:05-3:20 p.m
Afternoon Networking Break and Transition to Plenary Session Meeting Room
3:20-4:20 p.m.
Plenary Session
Special thanks to the Colorado and Denver Bar Associations for their Co-sponsorship of this Institute and Making Our Featured Presentation Possible!
Where is Colorado’s Economy Headed? What Was Expected and What Actually Happened This Past Year? Impact on You, Your Clients and Potential Clients
- National Economic Context and Monetary Policy
- How is Colorado Faring?
- Growth Industries
- Economic Growth or Loss in Different Geographical Areas
- International/Overseas Investment
- Impact on Entity Filings/Dissolutions, Legal Skills, Knowledge Needed …. and more!
Presented by Richard L. Wobbekind, Senior Associate Dean for Academic Programs, and Executive Director of the Business Research Division, Leeds School of Business, University of Colorado, Boulder
4:20 p.m.
Presentation of the Cathy Stricklin Krendl Business Lawyer Lifetime Achievement Award!
4:30 p.m.
Adjourn to Networking Reception Sponsored by JAMS
All Members of the Business Law Section and Its Subsections are Invited! (No need to register for the Institute to attend the reception.)
Thursday, September 13 – DAY TWO
8:30 a.m. 
Continental Breakfast
8:50 a.m.
Welcome Back
Todd Olinger, Esq., ChairColorado Business Law Section
9:00 a.m.
Tax Cuts and Jobs Act of 2017: Choice of Entity and Planning Considerations After Tax Reform
- Revisiting the Choice-of-entity Decision in Light of Changes to the Taxation of Corporations and Pass-through Entities
Presented by Christopher Levkulich, Esq., and Fred J. Diss, Esq.
10:00 a.m.
Morning Networking Break
10:15 a.m.
Essential Updates for the Business Lawyer
Case Law  
Presented by Gil B. Rosenthal, Esq.
2018 Business Law Legislative Update – Learn About New Legislation Affecting:
- Privacy and Cybersecurity
- Physician Non-Compete Agreements
- Market Sourcing for Business Income Tax Apportionment
- Delaware Business Legislation and More
Presented by Trevor Crow, Esq.
Colorado Secretary of State 2018 Update
- Introduction to the Colorado Secretary of State’s Office
- Overview of Business and Licensing Programs
- 2018 Business and Licensing Legislative Update
- Business and Licensing Projects Update
- Business and Licensing Ongoing and Future Projects
Presented by Carla Hoke, Legal Analyst, Business and Licensing Division, Colorado Secretary of State Office
11:30-11:35 a.m.
Transition to Breakout Sessions
11:35-12:25 p.m.
Breakout Session C
Option 1: Track Moderated by Stacey L. Bowers, JD, PhD,  Associate Professor of the Practice
Drafting Early-Stage Financing Documents
- Commonly-used Documents in Early-Stage Financing Transactions
- Similarities and Differences in These Documents
- Legal and Business Considerations in Determining Which Agreement to Use
- Major Practice Points for Drafting and Reviewing Such Documents
- Impact of Provisions on Companies and Investors
Presented by Mystery Murphy, Esq. and Mike Nelson, Ph.D. Esq.
Option 2:  Track Moderated by Victoria Bantz, Esq.
Antitrust Law:  Winning? This Year’s Winners (and losers) in Competition Matters
- Merger Enforcement, Telecomm and Other Industries: Can you hear me now?
- Non-Solicitation Agreements: To poach or not to poach, it really isn’t a question.
- International Business: Compliance at home and abroad, but what if laws conflict?
- Pricing Algorithms and Price Scraping: How can companies be competitive while avoiding antitrust missteps?
Presented by Christopher H. Wood, Esq.,  and Robin Alexander, Esq.
Option 3: Track Moderated by Todd Olinger, Esq..
Blockchain and Business
- Initial Coin Offerings (ICO)
- “Smart” Contracts
- Permissioned Blockchains
- Proof of Work
- Proof of Stake
- Blockchain LLCs
Presented by Donald D. Allen, Esq., Jeffrey B. George, CPA, ABV and Joshua McDougall, CBP, RCA
12:25 p.m. - 1:30 p.m.
Lunch on your own
1:30 p.m - 2:20 p.m  
Breakout Session D
Option 1:
Winding Down Business Entities and Transitioning Ownership
Presented by Michael (Mike) R.  Stiff, Esq.
Option 2:
Employment Law Legal Update
U.S. and Colorado Supreme Court decisions on wage claims, conflicting state laws addressing employee cannabis use, pay equity initiatives nationwide, taxation of sexual harassment settlements, and the evolving understanding of an employer's obligations under federal medical leave and disability laws.
Presented by Christopher L. Ottele, Esq.
Option 3:  
Negotiating Your Next M&A Deal:  
An Interactive Discussion
- Update on Market Terms and Trends
- Commonly Disputed Issues, Including Working Capital Adjustments and Earnouts
- Avoiding Common Pitfalls
Presented by Julie Herzog, Esq. and
Eric Martin, Managing Director, Institutional Client Relations, SRS Acquiom Inc.
2:25-3:15 p.m.
Breakout Session E
Option 1:  
Social Enterprises, including Public Benefit Corporations, Cooperatives, and LLCs as social enterprises, and B Corp certification: What Are They, Why They Matter, and Why They Likely Are Sticking Around
This session will provide an informative overview of these concepts and provide an overview of the interested constituents. While owner value and return is an important concept, is it the only concept to be considered or are other social issues (liberal, conservative, religious or not) also important?  Does a social enterprise's mandate to “do good” mean that the social enterprise does not need to make money or increase the ownership value? Can/should a social enterprise make money and increase owner value while also “doing good”?  We will talk about the motivations behind these options, what each means and how younger generations are championing the interests that might make your clients want to consider one of these models.
Presented by Victoria L. Donovan, Esq., and Tonya Price, Esq.  
Moderated by Herrick K. Lidstone, Jr., Esq.
Option 2:
Sales and Use Taxes for Start-Ups
This presentation will cover the following:
- Overview of State and Local Sales and Use Taxes
- Nexus
- Exemptions from Sales and Use Taxes
- Sales and Use Tax Application on the Acquisition and Sale of Business Assets
- Internet Taxes
Eric J. Zinn, J.D., LL.M., M.B.A., M.S.I.S., M.S.F.
Director, Graduate Tax Program
University of Colorado Denver | Business School
and Of Counsel, Kutak Rock LLP
Option 3:  
Legal Implications of Doing Business with the Marijuana Industry  (Submitted for .2 Ethics Credit)
Topics Include:
- Overview of Legal Issues Affecting the Marijuana Industry
- Top legal issues affecting the marijuana industry
- Considerations for clients that do business with the marijuana industry
Key contract issues to consider
- Banking overview
- Overview of Ethical Challenges for Lawyers Advising Marijuana Related Business Clients
Presented by Zane Gilmer, Esq
3:15 p.m.
3:20-4:10 p.m.
Breakout Session F
Option 1:
Business Valuation Basics
- Business Valuation Contexts
- Common Business Valuation Methods
- Business Valuation Limitations
- Business Valuation Reports
Presented by Stacey L. Bowers, JD, PhD, Associate Professor of the Practice, University of Denver Sturm College of Law
Option 2:
Franchise Nuts & Bolts for Growing Enterprises
- What Makes a Franchise?
- Common Accidental Franchise “Traps”
- IP and Corporate Considerations to Franchise Intentionally and Intelligently
- Franchise Disclosure Documents — Key Points to Advise On When Clients Consider Franchising
Presented by Laura E. Liss, Esq.
Option 3:
Investing in Privately Held Cannabis Businesses: Colorado, National and International Legal Aspects
- Colorado, US and International Investment Landscape
- Industrial Hemp Versus Medical and Retail Marijuana
- "Plant-touching" Versus Ancillary Businesses
- Protective Provisions for Investors
- Tips for Due Diligence
Presented by Adam Foster, Esq.
4:10 p.m.