2019 Business Law Institute Out of Stock
Co-sponsored by the Business Law and Taxation Law Sections of the Colorado Bar Association
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September 2019
Business Law Institute
Co-sponsored by the Business Law and Taxation Law Sections of the Colorado Bar Association
Program Highlights:
Your colleagues say it best as to why the Business Law Institute should be on your must-do list:
… Useful content presented in an easy to follow manner.
… Clear description of abstract concepts.
... Practical reasons for why it matters. …
… Excellent presenters! This topic was fascinating! I appreciated the chance to ask questions.
… Engaging speakers. Very helpful topics.
… Great job!
… Very knowledgeable speakers.
…Great presentation, great examples to illustrate points.
… !!!
… Somehow she made a really difficult subject matter make sense.
… Very insightful and power point was tremendous.
Don’t miss this time-efficient opportunity to untangle the complexities of legal issues that routinely arise in your practice with business law professionals from in and around Colorado. Attend the breakout sessions most relevant to your practice and receive the materials for those sessions PLUS all other Institute sessions.
We are once again fortunate to welcome back Dr. Richard Wobbekind as our featured presenter. Some of you have heard Dr. Wobbekind speak numerous times and have told us that each presentation is filled with new knowledge and insights for you.
Fasten your seatbelts as he unwinds the changes in the economy since the last Institute, forecasts changes, and dives into what all that may mean for you and your clients.
Colorado’s Attorney General and Secretary of State are also joining us at this year’s Institute — the first Institute to be held since their elections to those positions — to share with us their priorities and initiatives.
Plenary Sessions Include
- What Business Attorneys Should Expect from Colorado’s New Attorney General
- Priorities of the Secretary of State’s Office
- The 2017 Tax Cuts and Jobs Act (TCJA) in 2019: Some Explanations, Examples, and Impacts
- Ethics and Business Lawyers
- Cases Every Business Lawyer Should Know
- What Lies Ahead for the Colorado Economy That Will Impact You, and How to Advise Your Clients
- 2019 Amendments to the Colorado Business Corporations Act and Colorado Corporations and Associations Act
- Employment Law Developments Business Lawyers Should Know
- Essential Updates for the Business Lawyer - Case Law, Legislation, and Secretary of State Office Developments
PLUS, Choose from the Following Breakout Session Topics
- Drafting Tips for Buy-Sell Agreements
- Best Practices for Business Books and Records and Running a Business
- The Tipping Point? Data Privacy and Security 2.0
- Drafting and Enforcement of Venue and Jurisdiction Clauses
- Jumping Ship —Employee Mobility and the Protection of Proprietary Business Information in Colorado
- Counseling the First-Time Entrepreneur: The Initial Client Meeting
- Drafting LLC Operating Agreements from a Tax Perspective
- Mastering Your Online Professional and Social Media Presence
- Blockchain and Crypto 2.0 (2019 and Beyond)
- Legal Services and Funding Sources for Startups
- Creative Application of Co-op Business Models
- Marijuana and Hemp Updates
- Financial Statement Anatomy
- “Bid rigging” and the Ever-Growing Consumer Protection Act
Program Description
This Annual Institute addresses recent legal developments, hot topics and essentials for you, the busy Business Lawyer, in the Rocky Mountain Region
Expert faculty, information-packed sessions, essential updates and useful materials are featured at Business Law Institute in Denver, September 12-13, 2019
Choose from 15 different breakout sessions at the September 2019 Business Law Institute, and get invaluable information on topics of greatest interest to you, AND, receive materials from all breakout sessions
Register now to enhance your knowledge and skills in an efficient and effective manner.
CANCELLATIONS: If you are unable to attend, please notify CBA-CLE by September 5, 2019 and we will gladly refund your tuition in full, or you may transfer your tuition to another party. Regretfully, we are unable to transfer your registration to the audio home study. Cancellations after 5pm on September 5, 2019 will be refunded less a $150 cancellation fee.
SPECIAL THANKS TO OUR 2019 SPONSORS!
Platinum
Gold
Silver
Sponsorship opportunities are still available! Please contact Melissa Higham at [email protected] for more information.
Agenda
Thursday, September 12 - DAY ONE
8:30am
Registration, Continental Breakfast and Mix and Mingle with your colleagues, including CBA Business Law Section and Executive Council members
9:00am
Introductions and Welcome
Nicole Marie Black, Esq., Lewis Brisbois Bisgaard & Smith LLP, and Chair, Executive Council, Business Law Section, Colorado Bar Association
PLENARY SESSIONS
9:10am
What Businesses Should Expect from Colorado’s New Attorney General
- Department and Enforcement Priorities
- Support for Our Startup Community
- Use of Public-Private Partnerships, Innovation, Entrepreneurship to Accomplish Priorities
Presented by Philip J. Weiser, Attorney General, State of Colorado
9:30am
A Brief Review of the Priorities of the Secretary of State’s Office
Presented by Jena Griswold, Secretary of State, State of Colorado
9:40am
Morning Networking Break – Please visit with your sponsors!
9:55 am
The 2017 Tax Cuts and Jobs Act (TCJA) in 2019: Some Explanations, Examples, and Impact
- The double tax regime of C corporations versus single tax regime of pass-through entities (e.g., S corporations, partnerships, LLCs)
- The Section 199A qualified business income (QBI) deduction afforded pass-through entities and the impact on effective tax rates for those entities, including examples of how that deduction is calculated under varying scenarios
- Rate differentials for both C corporations and pass-through entities under TCJA
- Examples illustrating when it does and does not make economic sense to be a C corporation
- Impact of the anti-deferral provisions (i.e., the accumulated earnings tax and the personal holding company tax) on C corporations
- Impact of the TCJA SALT limitation as it affects C corporations and pass-through entities
- 100% gain exclusion on the sale of “Qualified Small Business Stock”
- The withholding tax issue between shareholder-employees of C and S corporations versus partners/members of partnerships/LLCs taxed as partnerships
Presented by Scott P. Greiner, Esq., and Jordan L. Cohen, Esq.
10:45 am
Ethics and Business Lawyers [Submitted for 1.2 Ethics Credit]
- Rule. 5.5, Unauthorized Practice of Law, Entities Formed in Other Jurisdictions, Legal Services Cross Border/Interstate, CPA Firms, Litigation Support Providers
- Nevada Filing/Registration Requirements When Representing Your Business Clients
- Your Ethical Obligations When Overseeing Staff
- Ethical Issues that Arise with Notary Services, Fee Agreements, E-Discovery, Preservation of Data, and
Litigation Support Services
- April 2019 Supreme Court Interpretation of Rule 1.8(a)
Presented by Nicole Marie Black, Esq., and John Gleason, Esq.
11:45 am
Cases Every Business Lawyer Should Know
Presented by Mark J. Loewenstein, Associate Dean for Curricular Affairs, Monfort Professor of Commercial Law,University of Colorado Law School
12:15 pm – 1:20 pm
Lunch on Your Own
Day One Breakout Sessions:
1:20 p.m. - 2:10 p.m.
Breakout Session A
Option 1: Track Moderated by Victoria Bantz, Esq.
Drafting Tips for Buy-Sell Agreements
- Selecting the right structure for the client including choice of entity considerations
- Determining and defining the appropriate triggering events
- Strategies for designing and drafting the appropriate valuation provisions
- Spousal and estate issues
Presented by Deborah L. Bayles, Esq.
Option 2: Track Moderated by Todd Olinger, Esq
Best Practices for Business Books and Records, and Running a Business
Presented by Lucas T. Ritchie, Esq., and Patricia J. Rogers, Esq.
Option 3: Track Moderated by Mark A. Larson, Esq.
The Tipping Point? Data Privacy and Security 2.0: Assessing and Addressing the New Data Security and Privacy Regulatory and Legal Risk Environment. What’s at stake? The ability to do business, substantial fines, regulatory actions, and unprecedented litigation. This CLE will explore the:
- Current privacy and security risk environment
- Overlapping (and sometimes contradictory) data security and privacy requirements companies face
- Need for enhanced and mature governance processes to manage risk and liability
- Strategies necessary to address compliance and risk management
Presented by: Erin Locker, Esq.
2:15-3:05 p.m.
Breakout Session B
Option 1:
Drafting and Enforcement of Venue and Jurisdiction Clauses, with a Focus on the Impact and Enforceability of the Following Provisions:
- Choice of law
- Venue selection
- Arbitration provisions
- Jury waiver
Presented by Shannon Bell, Esq.
Option 2:
Jumping Ship — Employee Mobility and the Protection of Proprietary Business Information in Colorado
- Drafting and negotiating restrictive covenants and non-disclosure agreements: statutory limitations and other considerations
- Other protections for proprietary business information: business torts and trade secret legislation
- Recent legislative developments
Presented by Elizabeth S. Wylie, Esq., and Meredith A. Munro, Esq.
Option 3: Moderated by Margrit Lent Parker, Esq.
Counseling the First-Time Entrepreneur: The Initial Client Meeting(s)
A new client, and first-time entrepreneur, asks you to help them form their business. Perhaps they’ve already settled on an LLC but don’t really know why. Perhaps their goal is to fund the business through crowdfunding. How do you start this relationship, set realistic expectations, and guide them through the process of forming a new business? This panel will include role-play with hypothetical clients and best practices to help the client think through key issues such as entity choice, management, financing, and legal fees. Panelists will also cover the use of checklists and forms by both the lawyer and the client during this process.
Presented by Thomas Codevilla, Esq, and Amy Fliam, Esq..
3:05-3:20 p.m
Afternoon Networking Break and Transition to Plenary Session Meeting Room
3:15 — 4:15 pm
PLENARY SESSION
What Lies Ahead for the Colorado Economy That Will Impact You and How to Advise Your Clients? A Discussion of Significant Changes Since the Last Institute, Projected Future Changes, and What Is Shaping Them
- Interplay Between the National and Colorado Economies
- Hard Data versus Soft Data
- Business Formation and Capital Fundraising Statistics
- Regional Forecasts
- and More!
Presented by Dr. Richard L. Wobbekind, Associate Dean for Business and Government Relations and Senior Economist, and Executive Director of the Business Research Division, Leeds School of Business, University of Colorado Boulder
4:15 pm
Presentation of the Cathy Stricklin Krendl Business Lawyer Lifetime Achievement Award
4:40 pm
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.)
Friday, September 13 – DAY TWO
8:30 a.m.
Continental Breakfast
8:45 am
Welcome Back
Nicole Marie Black, Esq., Lewis Brisbois Bisgaard & Smith LLP, and Chair, Colorado Business Law Section, Patrick Flaherty, Executive Director, Colorado and Denver Bar Associations
PLENARY SESSIONS
9:00 am
2019 Amendments to the Colorado Business Corporations Act and Colorado Corporations and Associations Act
- Introduction and history of the amendments
- Material changes and reasons made
- Anticipated future changes
Presented by Herrick K. Lidstone, Jr., Esq. and Avi Loewenstein, Esq.
Moderated by Victoria Bantz, Esq.
9:50am
Morning Networking Break
10:05am
Employment Law Developments Business Lawyers Should Know (Submitted for .4 Ethics Credits)
- Equal Work, Equal Pay, Including Firm and Client Compliance and Ethical Conduct Implications
- Workplace Investigations, Including Sexual Harassment Investigations/Impact of “#MeToo”
- Revisions/Proposed Revisions to 8.4 of the Colorado Rules of Professional Conduct Directly Addressing Sexual Harassment
- Family Leave Act Revisions
- “Ban the Box”
Panelists:
Rachel E. Ellis, Esq., Livelihood Law, LLC
Scott Moss, Director, Division of Labor and Statistics, Colorado Department of Labor and Employment, and former Professor of Law, University of Colorado Law School
Christopher L. Ottele, Esq., Husch Blackwell LLP
Emily R. Smith, Esq., Chief Analyst and Investigator, Investigations Law Group
Clayton Wire, Esq., Ogborn Mihm LLP
Moderated by Holly R. Shilliday, Esq., McCarthy & Holthus, LLP
11:20am
Additional Essential Updates for the Business Lawyer
2019 Case Law Update
Presented by Gil B. Rosenthal, Esq.
2019 Legislative Update – Learn About New Legislation Affecting Your Clients
- Senate Bill 233 – Holding Company Income Tax
- Senate Bill 181 – Regulatory Changes Affecting Oil and Gas
- Amendments to the Delaware LLC Act
Presented by Trevor Crow, Esq.
Colorado Secretary of State 2019 Update
- Introduction to the Colorado Secretary of State’s office
- Overview of business and licensing programs
- 2019 business and licensing legislative update
- Business and licensing projects update (ongoing and future)
Presented by Carla Hoke, Legal Analyst, Business and Licensing Division, Colorado Secretary of State’s Office
12:20 pm – 1:30 pm
Lunch on your own
Day Two Breakout Sessions:
1:30 pm - 2:20 pm
Breakout Session C
Option 1: Track Moderated by Stacey L. Bowers, JD, PhD, Associate Professor of the Practice
Drafting LLC Operating Agreements from a Tax Perspective
- The tax flexibility of LLCs – disregarded entities, partnerships, S corporations, C corporations
- Choosing the LLC Act for choice of entity
- Modifying operating agreements for choice of entity
(a) Tax considerations (consider appropriate tax return)
i. Profits/losses
ii. Distributions
iii. Tax distributions
(b) Transfer considerations
(c) Management considerations
(d) Audit considerations
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
Option 2: Track Moderated by Holly R. Shilliday, Esq.
Mastering Your Online Professional and Social Media Presence [Submitted for 1 Ethics Credit]
- Building your practice effectively and ethically via social media
- Essential practical and ethical considerations to maximize your web presence, network and client base
Presented by Honorable Adam J. Espinosa, Denver County Court Judge, 2nd Judicial District, and Meranda Vieyra, Owner and Founder, Denver Legal Marketing
Option 3: Track Moderated by Matthew T. Faga, Esq.
Blockchain and Crypto 2.0 (2019 and Beyond)
- Colorado Digital Token Act
- Taking crypto as collateral
- Proof of stake – validation, governance, custody
- Wyoming Blockchain Bank
- Wyoming regulatory sandbox
- Forks – Impact on securities, currencies, and
commodities
- More on smart contracts
- Governor’s Council on Blockchain
Presented by Donald D. Allen, Esq., Markus Williams Young & Hunsicker, LLC, Joshua McDougal, CBP, Director, Duff & Phelps, and
Jeffrey B. George, CPA, ABV, Baker Tilly
2:25 pm - 3:15 pm
Breakout Session D
Option 1:
Legal Services and Funding Sources for Startups
- Legal services options
- Alternative billing arrangements
- Legal to-dos before a financing
- Early stage funding sources
- Term sheets
- Convertible securities and preferred stock deals
Presented by Joel M. Jacobson, Esq., and Sarah Boulden, Esq.
Option 2:
Creative Application of Co-op Business Models
Co-ops 101
- Statutory framework
- Difference between LLC and cooperatives
- Taxation issues
- Capitalization/Patronage — Co-ops versus Corps or LLCs
We will discuss: The Model Applied to 5 Industries
- Which type of cooperative for each sector
- Worker, marketing, producer, independent contractor, or multi-stakeholder?
- Pros/cons of one membership class or multi-membership class structure
Presented by Linda D. Phillips, Esq., and Jason Weiner, Esq., Jason Wiener│p.c., a public benefit corporation
Option 3: Moderated by Herrick K. Lidstone, Jr.
Marijuana and Hemp Updates
- Marijuana law and receiverships
- Out of state investors and publicly traded marijuana companies
- 2018 Farm Bill and the new hemp business friendly regime
- Marijuana delivery training legislation
- Tax issues and the cannabis Industry
- and more hot topics!
Presented by Victoria Bantz, Esq., Jennifer E. Benda, Esq., Matthew T. Faga, Esq., and Adam Foster, Esq.
3:20 pm - 4:10 p.m.
Breakout Session E
Option 1:
Financial Statement Anatomy
- The Balance Sheet and its components
- Balance Sheet driven financial ratios
- What the Balance Sheet says about the company
- The Income Statement and its components
- Income Statement driven financial ratios
- What the Income Statement says about the company
- How the Income Statement and Balance Sheet fit together
- Financial Statement footnotes
Presented by Stacey L. Bowers, JD, PhD, Associate Professor of the Practice, University of Denver Sturm College of Law
Option 2:
“Bid rigging” and the Ever-Growing Consumer Protection Act (CPA)
- “Bid rigging” under Colorado law may be broader than you think
- “Bid rigging” and procurement processes – what crosses the line?
- Reflections on 2019 legislative initiatives to amend the CPA
- What businesses can expect now that the dust has settled on the CPA
Presented by Robin Alexander, Esq., Steven T. Mulligan, Esq., Eric Whytsell, Esq., and Christopher H. Wood, Esq.
Option 3: Moderated by Herrick K. Lidstone, Jr.
Marijuana and Hemp Updates (con’t)
- Marijuana law and receiverships
- Out of state investors/publicly traded marijuana companies
- 2018 Farm Bill and the new hemp business friendly regime
- Marijuana delivery training legislation
- Tax issues and the cannabis industry
- and more hot topics!
Presented by Victoria Bantz, Esa., Jennifer E. Benda, Esq., Matthew T. Faga, Esq., and Adam Foster, Esq.
4:10pm
Adjourn
- CLE Pass Price *FREE! - exclusions may apply
- Standard Price $714.00 USD
- Member Price $569.00 USD
- General Credits 23.00
- Ethics Credits 2.60
- EDI Credits