This is the outstanding content presented during the first, all virtual, Advanced Business Law Institute in November 2020 as part of the MSBA Legal Excellence Week.

Annual Case Review for Business Lawyers
A thorough review of Maryland state business and commercial cases, as well as relevant and interesting decisions from other jurisdictions.

Timothy Faith, Faith At Law, LLC and Brian Field, Venable

Negotiating and Drafting Indemnification Provisions 

• Meaning of indemnification.
• Distinguishing indemnification and contribution
• Indemnification rights under common law.
• types of agreements and situations where indemnification is relevant
• Indemnification from the indemnitor’s perspective—scope of the obligation; parties covered, etc.
• Indemnification from the indemnitee’s perspective—scope of the obligation; parties covered
• Handling indemnification of third party claims—notice, who controls, who has the right to settle
• How long does indemnification obligation last—survival of reps and warranties, etc.
• Should indemnification be the sole remedy
• Materiality strips, etc.
• Insurance and other means of protecting the parties and covering the obligations

Marshall Paul and Swata Gandhi, Saul Ewing Arnstein & Lehr, LLP, Jason E. Balog Miles & Stockbridge

What Business Lawyers Should Understand about Valuations
Helpful insights for business lawyers to consider regarding valuation issues both in the context of transactions as well as any subsequent litigation.  Will include:

• Valuations and Calculations: Napkins and Reports
• Industries and Services – the approach is different
• Neutral – range of values
• Purchase Price Allocations; 409A Valuations;  Succession Planning; as well as other applications

Jeffrey Kinderman, SC&H Group

Securities Law
Current issues under Maryland state and federal law. Lawyers and clients unknowingly stumble into the world of Security regulation.  Faculty present a primer on identifying traps for the unwary with Maryland State Securities Regulations and Federal Security Laws.  Examples of traps for the unwary include:

• Can I pay my friends or acquaintances for bringing me investors?
• The need for registration or exemption of persons who participate in a securities offering (broker – dealers / agents / finders)
• General solicitation issues
• Resales of securities purchased in an exempt transaction
• Problems with “free” stock as a means of publicity
• “Bad actor” prohibitions – overview

Penny Somer-Greif, Baker Donelson and Gregory Lawrence, Lawrence Law, LLC

Negotiating and Drafting Net Working Capital Adjustments and Earnout Provisions
The Buyer and the Seller see Net Working Capital Adjustments differently and what is included and not included can substantially affect the proceeds expected and or received.  The same is true about Earnouts. The presenters will look at the nuances in networking capital and earnout provisions and how they might impact the negotiation of the transaction, as well as certain closing and post-closing issues (including potential litigation issues).

Christopher Helmrath, SC&H Group and Matthew Gorra, DLA Piper

Drafting Opinion Letters
A general program on opinion writing including governance and issues which must be considered by business lawyers who do not regularly write opinions, including:

• What is a legal opinion and when is it given?
• The difference between a legal opinion and an audit letter response
• Initial considerations:  (a) Opinion giver’s role (b) Entity type (c) Jurisdiction
• Opinion Structure:  (a) Documents reviewed (b) Assumptions (c) Qualifications (d) Limitations (e) Opinions (f) Reliance
• Typical opinions given and associated diligence (a) Existence and good standing (b) Power (c) Due authorization (d) Execution and delivery (e) Enforceability (f) No conflicts (g) No violations (h) No consents or approvals (i) UCC matters – Creation / attachment / perfection

Anne-Therese Bechamps and Hirsh M. Ament, Venable, LLP, Edward J. Levin, Gordon Feinblatt LLC

Letters of Intent
A review of key aspects of negotiating and drafting letters of intent and how they can impact the  transaction.

William Goldberg, Lerch, Early & Brewer

Evaluating Franchise Agreements
A panel discussion concerning the major issues involved in buying or selling a franchise business operation.

• Major issues to consider when representing prospective franchise acquisitions (e.g. usually the franchise agreement “shows up” as an ancillary contract in connection with review of a lease agreement, etc.)
• BRIEF overview:  
  • Understanding franchising
  • Assessing client’s long – term investment goals
  • Diligence on the franchise system
• Representing a buyer of an existing franchised business, and distinctions from developing a new franchise location.

Jordan Halle, Whiteford Taylor & Preston LLP and David Ross, Ross Law Firm LLC