Business Law Institute 2016 Agenda


Wednesday, September 13 - DAY ONE


8:15am      
Registration and Continental Breakfast
Please Visit Our Sponsors!


8:50am
Introductions and Welcome
Andrew J. Johnson, Esq., Onsager Fletcher Johnson, Chair, Colorado Business Law Section
G. Brent Coan, Esq., Coan, Payton & Payne LLC, Immediate Past Chair, Colorado Bar Association Business Law Section, and Vincent J. O’Brien, Executive Director, Colorado Bar Association CLE


PLENARY SESSIONS

Special thanks to the Denver Bar Association for its Co-sponsorship and Making Our Featured Presentation Possible!  


Featured Presentation


Colorado’s Economic Outlook: Powerhouse on the Range in 2018? Implications for You, Your Clients and Potential Clients

• What’s Growing; What’s Hot, What’s Not; Population/Employment/Consumption Trends; Fiscal Resources/Business Investment
• Where is the Energy Sector Headed?  Policies and Practices Maximizing Opportunities/Managing Challenges
• Impact on Entity Filings/Entity Dissolutions, Legal Expertise, Skills, Knowledge Needed, Residential/Commercial Real Estate Trends/Permits

Presented by Richard L. Wobbekind, Associate Dean for Business and Government Relations, Associate Professor of Business Economics and Finance, and  Executive Director of the Business Research Division, Leeds School of Business, University of Colorado, Boulder


10:00am
Morning Networking Break – Please Visit Our Sponsors!


10:15am
Improve Your Skills at the Bargaining Table! (Submitted for .4 Ethics Credit)

• The Predictable Stages of Negotiation
• Goals and Essential Skills in Each Stage
• The Right Tactics at the Right Time™
• Essential Ethical Principles – Bad Faith, Coercion, Concealment, Deceit

Presented by Honorable Russell E. Carparelli (ret.), Mediator, Innovator, Judge, Leader, Lawyer!


11:40am
Presentation of the Cathy Stricklin Krendl Business Lawyer Lifetime Achievement Award!

Noon
Lunch on Your Own

Day One –

 

BREAKOUT SESSION A

 

 

 


OPTION ONE

Moderated by: G. Brent Coan, Esq.


OPTION TWO

Moderated by: Nicole Black, Esq.


OPTION THREE

Moderated by: Andrew J. Johnson, Esq.

1:10:pm – 2:00pm
Choice Of Entity: A Contrarian Approach*

• When You Shouldn’t Use an LLC, S-Corp, LLP, or Public Benefit Corporation

• When Colorado Should Not be the State in Which to Organize!

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 

1:10pm – 2:00pm
Data Privacy and Cybersecurity: The Important Legal Issues, and Practical Tips for Businesses*  

Presented by Steve Fritz, Esq.

1:10p-m -2:00pm
LLCs and Partnerships in Bankruptcy: Pick Your Partner Versus the U.S. Bankruptcy Code

Presented by Allen Sparkman, Esq.

 

 

BREAKOUT SESSION B



OPTION ONE

Moderated by: G. Brent Coan, Esq.


OPTION TWO

Moderated by: Nicole Black, Esq.


OPTION THREE

Moderated by: Andrew J. Johnson, Esq.

2:05-2:55pm
Protecting Your Client’s Intellectual Property (IP) and Confidential Information*

• Work Made for Hire Doctrine
• Employee Assignments of Intellectual Property
• Restrictive Covenants
• 2016 Defend Trade Secrets Act
• Data Theft Prevention Measures •Securing Transactions with Intellectual Property

Presented by Ryan Arney, Esq.

2:05-2:55pm
Warning: Employer Agreements to Fix Employee Wages or Not to Poach Employees is Now a Criminal Offense of the US Antitrust Laws

Presented by Todd Seelman, Esq., and Robin Alexander, Esq.

2:05-2:55pm
Business Law Vignettes (From the Perspective of Occasional Expert Witnesses)

• LLC Management – Statute Says Two, But There Are Really Three
• An LLC is Not a Corporation
• The Unintentional Partnership
• I Love My Employees – They Should be Owners
• Think Contracts
• Contracts 101
• Of Course Letters of Intent Are Not Binding
• What’s Good Faith?
• Is It a Security, and What if There is a Certificate?
• Yawn – Tax Issues Are Important
• Update-Update-Update
• Electronic Signatures

Presented by J. William Callison, Esq., and  Herrick K. Lidstone, Jr., Esq.

2:55-3:10pm
Afternoon Networking Break – Please Visit Our Sponsors!

 

 

BREAKOUT SESSION C

 

 

 

 

 

 

 

 

 

BREAKOUT SESSION D


OPTION ONE

Moderated by: G. Brent Coan, Esq.


OPTION TWO

Moderated by: Nicole Black, Esq.


OPTION THREE

Moderated by: Andrew J. Johnson, Esq.

3:10-4:00pm
Drafting Buy-Sell Agreements*

• Effective Buy-Sell Arrangements
• Right of First Refusal
• Use of a Second Right of Refusal
• Triggers to Buy-Sell Provisions
• Pricing for Buy-Sell 
• Sample Clauses and Sections

Presented by Rehan Hasan, Esq.

3:10-4:00pm
Employment Law Update, Including Impact/Potential Impact of the Trump Administration on Labor & Employment Issues

• Federal Wage and Hour Developments
• EEO Laws
• Recent Colorado Statutory Developments

Presented by Christopher L. Ottele, Esq.

3:10-4:00pm
How to Shut Down a Distressed Business Successfully, and Without Bankruptcy (A Successful Failure!)

Presented by Donald Allen, Esq., and Alice A. White, Esq.


OPTION ONE

Moderated by: G. Brent Coan, Esq.


OPTION TWO

Moderated by: Nicole Black, Esq.


OPTION THREE

Moderated by: Andrew J. Johnson, Esq.

4:05-4:55pm
Qualified  Small Business Stock Under IRC Section 1202: A Business Lawyer’s Guide to Understanding the “Wild West”*

Transactions involving qualified small business stock under IRS Section 1202 are taxpayer friendly, and many taxpayers wish to learn more about this (somewhat) hidden gem. Tax-advantage incentives, including non-recognition or deferral of gain, are allowed if certain rules are followed. The incentives associated with qualified small business stock are attractive, but the consequences of not complying with the rules can be shattering. Despite these high stakes, there is very little guidance under IRC Section 1202 and the associated IRS Sections upon which practitioners can rely. Your presenter will explore the benefits, requirements, and nuances of qualified small business stock under IRS Section 1202, demonstrate how business lawyers can plan for IRC Section 1202, and raise questions about unanswered areas of the law.  

Presented by Ashley L. Thompson, Esq.

4:05-4:55pm
Employment-Related Agreements and Forms*

• Employment Agreement Basics
• Agreements for Protection of Confidential Information and Trade Secrets (including customer lists)
• Non-Compete and Non-Solicitation Agreements
• Limitations on Agreements Prohibiting Whistleblowing and Prohibitions on Retaliation Against Whistleblowers
• Severance Agreements and Release of Claims
• Limitations on Job Application Inquiries
• Form I-9 Employment Eligibility Documentation

Presented by Cynthia E. Wellbrock, Esq.

4:05-4:55pm
Selected Topics in Small Business Purchase and Sale Transactions*
This session will focus on 3-5 areas the presenters frequently see or that are contentious, or misunderstood, 
about small business purchase and sale and small business transactions

Presented by Julian M.  Izbiky  Esq., and Jonathan Langer, Esq.

 

 

 

 

 



*
These Breakout Sessions Will Be Particularly Helpful to You in Better Advising Start Up Clients


4:55pm
Adjourn to Networking Reception - All Business Law Section Members and Its Subsections Are Invited! 
(No need to register for the Institute to attend the reception.)  


Thursday, September 14 – DAY TWO


8:30am   
Continental Breakfast
Please Visit Our Sponsors!


8:50am
Welcome Back
Andrew J. Johnson, Esq.,
Onsager Fletcher Johnson, Chair, Colorado Business Law Section
G. Brent Coan, Esq., Coan, Payton & Payne LLC, Chair, Vice Chair, Colorado Bar Association Business Law Section, and Vincent J. O’Brien,Executive Director, Colorado Bar Association CLE


PLENARY SESSIONS


9:00am
Staying out of the In-House Doghouse! Effective Partnering Between In-House and Outside Counsel (Submitted for . 3 Ethics Credit)

• Case, Trial, and Transactional Practice Tips and Trends
• Communication Do’s and Don’ts – Effective/Objective
• Ethical Considerations
• Risk Assessments
• Managing Expectations
• Evolving Role of In-House Counsel


Panelists:


Kathryn Young,
Senior Employment and Commercial Litigation Manager, Office of General Counsel, Hewlett Packard Enterprise
Sarah Forsythe Pritchard, Associate Counsel, University of Colorado│Office of University Counsel
Moderated by Melissa Hubbard, Esq.,


10:00am
Morning Networking Break – Please Visit Our Sponsors!


10:15am
Essential Updates for the Business Lawyer


Case Law 


Presented by
Trevor Crow, Esq.

Legislation

• Update to Public Benefit Corporation Act of Colorado
• Protect Seniors from Financial Abuse Act
•Charitable Solicitations

Presented by
Trevor Crow, Esq.


Secretary of State

• Revised Uniform Law On Notarial Acts (RULONA), Effective July 1, 2018
• Notary Law ABCs for Business Attorneys, Including Authentication of a Notarized Document For Use in Another Country and Physical Presence Requirements

Presented by Carla Hoke, Legal Analyst, Business and Licensing Division, Colorado Secretary of State Office


11:30 am
Third Party Legal Opinions and Customary Practice: Offering Legal Advice to One Not Your Client  (Submitted for .3 Ethics Credit)

• What is a Third Party Opinion? •Is Giving Legal Advice to a Third Party Not Your Client Even Ethical?  
• American Bar Association Statement on the Role of Custom and Practice in the Preparation and Understanding of Third-Party Legal Opinions
• What is “Custom and Practice” or “Customary Practice” in the Preparation and Understanding of Third-party Legal Opinions?
• Business Law Opinions Versus Real Estate Opinions; TriBar versus ACREL.. Is there a Difference?

Presented by Herrick K. Lidstone, Jr., Esq., Laurence G. Preble, Esq., and Christopher W. Payne, Esq.


12:20pm
Lunch on Your Own

BREAKOUT SESSIONS

 

Breakout Session E   

 


OPTION ONE

Moderated by Todd Olinger, Esq.


OPTION TWO

Moderated by Victoria Bantz, Esq.


OPTION THREE

Moderated by Stacey L. Bowers, JD, PhD,  Assistant Professor of the Practice

1:30-2:20pm
Drafting LLC Essential Documents*

• Operating Agreements
• Articles of Organization
• Differences When Drafting for Your Majority, Minority, 50/50 Owner Clients
• Good Faith/Fair Dealing Issues

Presented by 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 

1:30-2:20pm
Marijuana and Industrial Hemp Businesses: Overview, Essentials, and Sources of Additional Information*

• Federal Law and State Law
• Local Licensing Issues
• Structuring a Cannabusiness Entity
Presented by Adam Foster, Esq.

1:30-2:20pm
Negotiating and Structuring Your Next M&A Deal:  What Deal Lawyers Need to Know About Representation & Warranty Insurance (Trends and Impact) and  Deal Term Studies 

Presented by Eric Martin,Managing Director, Institutional Client Relations, SRS Acquiom Inc.


 

 

Breakout Sessions


OPTION ONE

Moderated by Todd Olinger, Esq.


OPTION TWO

Moderated by Victoria Bantz, Esq.


OPTION THREE

Moderated by Stacey L. Bowers, JD, PhD,  Assistant Professor of the Practice

2:25-3:15pm
Drafting LLC Essential Documents*
(CONTINUED)

• Operating Agreements
• Articles of Organization
• Differences When Drafting for Your Majority, Minority, 50/50 Owner Clients
• Good Faith/Fair Dealing Issues

Presented by 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 

2:25-3:15pm
Securities Law Survival Guide*

• Advising Start-Ups and Entrepreneurs: Pitfalls to Avoid
• Fundraising in Today’s Competitive Market
• Ensuring Compliance and a Happy Client
• Proactive Tips for Finders and Broker-Dealers

Presented by Julie Herzog, Esq.

 

 

 

2:25-3:15pm
Drafting Clauses for Alternative Dispute Resolution, Out-of-Court Procedures, and More

Panelists:
Marsha M.  Piccone, Esq.,
Arbitrator, Lawyer, and former Colorado Court of Appeals Judge

W. Terry Ruckriegle, Senior Judge and former Chief Judge, Colorado 5th Judicial District; Special Master, Mediator and Arbitrator

Lance K. Tanaka,Vice President, American Arbitration Association

3:15 – 3:25pm

Afternoon Networking Break – Last Chance to Visit Our Sponsors!

 

Breakout Session G


OPTION ONE


OPTION TWO


OPTION THREE

3:25-4:15pm
Protecting Owners, Members, and Shareholders from Personal Liability: Compliance with Corporate and LLC Formalities*

• Initial and Annual Meetings
• By-Laws Updates
• Stock and Membership Ledgers
• Minutes
• Filing and Compliance Requirements
• Boardroom Protocol
• Member, Director Notes

Presented by Lee F. Sachnoff, Esq.

3:25-4:15pm
Practical Areas of Consideration when Your Client is Contracting with a Foreign Entity

• Limiting Foreign Income Taxes
• Enforcement of the Agreement (Arbitration versus Litigation)
• Choice of Law Provisions
• Export Control

Presented by Steve Suneson, Esq.

3:25-4:15pm
What Should the Buyer’s Lawyer Look For, and Ask About in Regard to the Target’s Financial Statements?

This presentation will introduce attendees to those areas that a lawyer representing a buyer should look for and assess in regard to the target company’s financial statements and footnotes. The presentation will examine certain aspects of the balance sheet, income statement, and footnotes that should be examined and understood, including those areas that should lead to follow up questions and further investigation. The presentation introduces some of the relevant financial ratios that the buyer’s lawyer can utilize as a part the financial statement assessment.

Presented by Stacey L. Bowers, JD, PhD, Assistant Professor of the Practice, University of Denver Sturm College of Law


4:15pm

Adjourn