Advanced Business Law Institute – 2020

Description

Join the Business Law Section and Department of Learning for the newest presentation of Advanced Business Law Institute on Thursday, April 30, 2020 at the Sheraton Columbia Town Center in Columbia, MD.

Hear from experienced practitioners on topics of Securities Law, Evaluating Franchise Agreements, Drafting and Reviewing Business Contracts, Letters of Intent and more! Stay for the cocktail reception sponsored by SC&H Group.

3.5 hours of credit with the surrounding MCLE states will be offered.  If you cannot join us in Columbia, the program will be available on-demand within 5-10 business days after the program.

***PLEASE NOTE THAT TIMED AGENDA IS SUBJECT TO CHANGE AND WILL BE FINALIZED SHORTLY.***

Course Level
TBD
Professional Area of Focus
Business Law
General/Speciality Law
Tax Law
Labor & Employment
CLE Field of Study
Continuing Education Legal Credit
3.5
Location
 
Sheraton Columbia Town Center Hotel
10207 Wincopin Cir
Columbia, MD 21044 US
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SC&H Group
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When
Apr 30, 2020
12:00 pm - 6:00 pm EST
Location
Sheraton Columbia Town Center Hotel
10207 Wincopin Cir
Columbia, MD 21044 US
Total CPE Credits
3.5
Format
In-Person

Agenda

Day 1

04/30/2020
12:00 pm
Registration and Lunch
1:10 pm
Securities Law - Lakeview Ballroom AB
Penny Somer-Greif and Gregory Lawrence

Current issues under Maryland state and federal law. Lawyers and clients unknowingly stumble into the world of Security regulation.  They will 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
1:10 pm
Annual Case Review for Business Lawyers - Lakeview Ballroom CD
Timothy Faith

A thorough review of Maryland state business and commercial cases, as well as relevant and interesting decisions from other jurisdictions.

2:10 pm
Opinion Program - Lakeview Ballroom AB
Anne-Therese Bechamps

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
2:10 pm
Letters of Intent - Lakeview Ballroom CD
William Goldberg

An overview of key aspects of negotiating and drafting opinion letters and how they impact the ultimate transaction.  

3:00 pm
Break
3:15 pm
Evaluating Franchise Agreements - Lakeview Ballroom AB
Diana Vilmenay

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.
3:15 pm
Drafting Indemnification Provisions - Lakeview Ballroom CD
Marshall Paul
  • 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

 

4:10 pm
Drafting Net Working Capital Adjustments and Earnout Provisions - Lakeview Ballroom AB

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 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).

4:10 pm
What Business Lawyers Should Understand about Valuations - Lakeview Ballroom CD
Jeffrey Kinderman

Helpful insights for business lawyers to consider regarding valuation issues both in the context of transactions as well as any subsequent litigation.  Will include:

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

 

5:00 pm
Networking and Cocktail Reception

Sponsored by:

SC&H Group, LLC

910 Ridgebrook Road

Sparks, MD 21152

http://www.scandh.com/ 

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Advanced Business Law Institute – 2020