Business Law 2014

12th Annual

Advanced

Business Law COURSE: ng i t n e s e r p Re Growing es s s e n i s u B

LIVE

Dallas November 6-7, 2014 Hilton Park Cities Hotel

HOT TOPICS • • • • • •

Representing the Family Owned Business Financing Alternatives for Privately-Held Businesses Strategies Leading to an IPO Texas Tax Incentives The 7 Deadly Sins of Conflict Waivers Insurance for IP or Cybersecurity Disasters

Course materials are available prior to the course on a word-searchable PDF!

MCLE CREDIT | 12.75 HOURS (2 ETHICS)

What last year’s attendees had to say: “It was informative, topical, impressive, and incredibly well-organized.”

“There were some outstanding speakers and very well done topics” “Great presenters.

Great food!”

TexasBarCLE presents the 12th Annual

Advanced

Business Law COURSE:

Representing Growing Businesses Thursday

Cosponsored by the Business Law Section of the State Bar of Texas LIVE Dallas

November 6-7, 2014 Hilton Park Cities Hotel Register by October 23, 2014 and save $50!

Business Law Section members can save up to $75!

CPE CREDIT

We have registered with the Texas State Board of Public Accountancy as a CPE sponsor. This registration does not constitute an endorsement by the Board as to the quality of our program.

7 hours including 1.5 hours ethics 8:00 Registration Coffee & Pastries Provided 8:55 Welcoming Remarks Course Director F. John Podvin, Jr., Dallas Haynes and Boone, LLP 9:00 Representing the Growing FamilyOwned Business Part One: Issues at Formation 1.25 hrs (.25 ethics) • Identifying the client • Providing for disagreements (and tiebreakers) for families in business • Children in the business • Buy/Sell agreements • Pre/Post marital agreements and their effect on formation • The choice of entity as it relates to separate and community property • Creation of fiduciary duties • Providing for divorce in business formation • Roles and compensation of the spouses and other family members

Panelists Hon. Scott A. Beauchamp, Dallas Associate Judge, 301st District Court

Applies to the College of the State Bar of Texas and to the Texas Board of Legal Specialization in Civil Appellate, Civil Trial Law and Labor and Employment Law.

11:45 Break - Lunch Provided 12:00 Luncheon Presentation: Computer and Internet Update for the Business Owner and Lawyer 1 hr ethics • Social media • The cloud • Getting hacked • Cybersecurity • Copyright issues • Legal issues raised by developing a smartphone APP for your business

Sherri A. Evans, Houston KoonsFuller

Leonard A. Hirsch, Dallas Diamond McCarthy

1:00 Break

Heather King, Southlake KoonsFuller

Autumn Kraus, Dallas Whitley Penn

Hon. Larry Noll, San Antonio Judge, 408th District Court

MCLE CREDIT

12.75 HOURS (2 ETHICS) MCLE COURSE NO: 901295325

Moderator Charla Bradshaw, Denton KoonsFuller

10:30 Representing the Growing Family-Owned Business Part Two: Succession, Division, and Minority Ownership 1.25 hrs (.25 ethics) • Joining the business in a divorce case • Characterization of business interest and income • Receivership • Valuation • Dividing the business between spouses • Winding down and/or selling the business • Reorganization/Continuation of the business after divorce/disaster • Spouse/Family employment contracts • Sole proprietorship issues • Minority ownership • Alter ego (Same Panel)

10:15 Break

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Ronald L. Chichester, Tomball Ronald Chichester, PC

1:15 Insurance Recovery for Cybersecurity Disasters .5 hr • Data breaches • Credit card theft

Ernest Martin, Dallas Haynes and Boone, LLP

Purpose and Scope: The Advanced Business Law Course offers in-depth presentations on current legal issues for seasoned attorneys who practice in business law. We recruited the best business lawyers and experts in Texas, all of whom have proven track records and practice in cutting-edge aspects of business law. You’ll get updates on the law and tips to improve your structuring of transactions and drafting of business-related documents that can help you in your practice.

1:45 Involuntary Termination of a Business .5 hr Carmen Flores, Austin Director, Business & Public Filings Division Texas Secretary of State’s Office 2:15 Financing Alternatives for Privately-Held Businesses .75 hr • Traditional bank financings • Non-traditional financings • Subordinated debt, second lien, and mezzanine financings • Equity financings

Christina Marshall, Richardson Haynes and Boone, LLP

Scott Night, Dallas Haynes and Boone, LLP

Monika Sanford, Dallas Haynes and Boone, LLP

3:00 Break 3:15 Hot Topics in Private Equity and Hedge Funds .5 hr George Lee, Dallas Gardere Wynne Sewell 3:45 Strategies Leading to an IPO .5 hr • To go public or not to go public • Prepping the company • Listing qualifications and considerations • Potential pitfalls

Kristina Trauger, Houston Haynes and Boone, LLP

4:15 Employment Law Issues for Growing Businesses .75 hr • FMLA, FLSA, ADA, HIPAA • Releases • Employee handbook • Employment contracts • The perils of social media

Katrina Grider, Cypress Katrina Grider & Associates

5:00 Adjourn

Friday

5.75 hours including .5 hour ethics 8:00 Coffee & Pastries Provided 8:25 Morning Announcements 8:30 Case Law Update .5 hr Amy M. Stewart, Dallas White & Wiggins, LLP 9:00 IP Issues for the Business Generalist – Have You Dotted the “I” in “IP”? .75 hr • Dealing with patent assertions • Protecting and licensing your works of authorship • Protecting your brand • Leveraging the America Invents Act • Corporate espionage • Co-development - who owns the IP?

Irene Kosturakis, Houston Chief Intellectual Property Counsel BMC Software, Inc.

9:45 Oppression of Minority Shareholders/Members .5 hr • Case law and reality • Going to trial or settling

Rebecca Vela, McAllen Yzaguirre & Vela

10:15 Break

11:30 Tax Free Division - Family Business Succession Planning .75 hr • IRS Code Section 355 and its requirements for corporate divisions • IRS Code Section 708 for entities taxed as partnerships

12:15 Break - Lunch Provided 12:30 Luncheon Presentation: 7 Deadly Sins of Conflict Waivers .5 hr ethics D. Hull Youngblood, Jr., San Antonio Ford Murray 1:00 Break 1:15 Affordable Care Act and Business .5 hr Alicia Haff, San Antonio Law Office of Alicia J. Haff 1:45 Positioning the Family Business to Remain in the Family or Ready to Sell to a Third Party .75 hr • Estate and succession planning techniques for the business attorney and their client • Planning techniques to position the family business for continued success within the family or in a sale to third parties

10:30 Derivatives - End User Exception .5 hr Jeff Nichols, Houston Haynes and Boone, LLP 11:00 Texas Tax Incentives .5 hr • Enterprise zone sales tax refunds • Manufacturing sales tax exemptions • Property tax value limitation • Freeport exemptions

David G. Cabrales, Dallas Locke Lord

Jason Villalba, Richardson Haynes and Boone, LLP 3

Dustin Willey, Fort Worth Bourland Wall & Wenzel

Jeff N. Myers, Fort Worth Bourland Wall & Wenzel

2:30 Sale of the Business .5 hr • To auction or not to auction • Decision considerations • Reaching the finish line • Seller strategies

Greg Hidalgo, Dallas K&L Gates, LLP

3:00 Adjourn

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TexasBarCLE.com

Ways to Save on This Course!

Meet the “Register By” Deadline and Save $50 because early registrations help us ensure that sufficient course books, seating, and refreshments are available. Course materials and seating will be reserved for preregistrants until the start of the first topic.

Business Law Section Members Can Save up to $75 by registering by the “Register by” date (thereafter, save $25). Not a member?

To join, e-mail sections@texasbar.com or phone 800-204-2222, x1425. Please do not send Section membership payment with your registration fee.

Earn Discounts by Registering Five or More from your firm or agency. Contact Firm & Group Sales Manager Laura Angle at 512-250-5575 or laura.angle@texasbar.com.

HALF OFF for Attorneys Licensed 5 Years or Less!

You read that right! See the registration form.

Need Financial Assistance to Attend?

TexasBarCLE offers a limited number of scholarships to attend a live course, video replay, archived online class, or webcast, or to subscribe to our Online Library. To apply or to learn more, call Mon-Fri 8am-5pm CT to Sara at 800-2042222, x1490. Please apply at least four weeks prior to the CLE event.

Active State and Texas-Area Federal Judges, Administrative Law Judges, Hearing Examiners, and Judge’s Staff Attorneys May Attend for Free, Provided: (1) the course directly relates to the judge’s tribunal’s jurisdiction, (2) the judge is a full-time judge or retired under the judicial retirement system and (3) space is available for all paying registrants. This privilege does not extend to prosecutors, receivers, trustees, other court staff, or persons serving part-time in a judicial capacity. Actual attendance is required to receive course materials.

Parking Information for Attendees Not Staying at the Hotel is subject to change without notice and is not a guarantee of available space.

Dallas: self-parking is $10/$ 24 overnight.

If You Need Special Accommodations to Attend, please contact us as soon as possible at 800-204-2222, x1748.

Registered But Can’t Attend? Still Earn MCLE Credit and receive course materials by (1) calling 800-204-2222, x1574 to transfer your registration to a later presentation or (2) taking the course online later, in which case you’ll automatically be sent the course materials. If you wish a refund instead, mail or fax (512-427-4443) your request so that we receive it at least one business day before the program.

FREE TO OUR REGISTRANTS! Online Videos and MP3s of the Topics will be available to registrants 6-8 weeks after the course. Provide your e-mail address when preregistering to be notified when and how these benefits may be accessed. (Note: Presentation lengths may vary from that which was advertised.) There’s no extra charge; as a registrant, you’re already entitled!

Interested in Sponsoring or Exhibiting at This Course or Others?

Contact Julie Marshall at 512-427-1797 or julie.marshall@texasbar.com.

Policy of Impartiality The State Bar of Texas does not endorse political candidates. When a candidate for public office is included in promotion for or participates in a TexasBarCLE event, the State Bar is not taking a position for or against anyone’s candidacy.

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Reserve Your Hotel Room by October 15 Hotel rooms have been blocked at special rates on a space available basis. To make a reservation, contact the hotel and indicate that you will be attending this State Bar of Texas course.

DALLAS Live Hilton Park Cities 5954 Luther Lane Dallas, Texas 75225 214-368-0400 or 800-245-3304 $169 single/double Deadline: October 15 The reserved block of rooms may fill up before the deadline. Act now!

TWEET #TBCLEbizlaw

Course Director F. John Podvin, Jr. ............................................................Dallas

Planning Committee Roger A. Bartlett............................................................. Austin Charla Bradshaw.......................................................... Denton Ronald L. Chichester.....................................................Tomball Ryan Cox.........................................................................Dallas Carmen Flores................................................................ Austin Irene Kosturakis...........................................................Houston Scott Night......................................................................Dallas Rebecca Vela............................................................... McAllen Dustin Willey........................................................... Fort Worth

TexasBarCLE Planning Team Hedy Bower................................. Director of Program Planning Mary McDonald...................................Sr. Program Coordinator Sheena Taylor.............................Written Materials Coordinator Mary A. Galarza..........................Meeting Services Coordinator

Business Law Section of the State Bar of Texas Ronald L. Chichester.........................................................Chair F. John Podvin, Jr. ....................................................Chair Elect Irene Kosturakis........................................................Vice Chair Rick Jordan................................................. Secretary/Treasurer David R. Keyes........................................ Immediate Past Chair

State Bar of Texas Trey Apffel..................................................................President Roger A. Key............................................... Chair of the Board Allan K. DuBois.................................................. President-Elect Lisa M. Tatum.................................... Immediate Past President Rebekah Steely Brooker.....................................TYLA President Deborah Bullion......................................Chair, CLE Committee Gary Nickelson..............................Chair, Board PDP Committee Michelle E. Hunter.........................................Executive Director Patrick A. Nester...................................... Director, TexasBarCLE

Registration Form Online

TexasBarCLE.com credit card only

WAYS TO REGISTER

Phone

State Bar of Texas LB# 972298 P.O. Box 972298 Dallas, TX 75397-2298 check or credit card

Advanced Business Law Course

Advanced Business Law Course

[8155]

2

Dallas LIVE, November 6-7 q Regular Registrant . . . . . . . . . . . . . . . . . . $745 Take $50 OFF: Register by October 23, 2014

Mail

512-427-4443 credit card only

during business hours credit card only

Lawyers licensed 5 years or less take HALF OFF!

1

Fax

800-204-2222, x1574

q Licensed 5 years or less, HALF OFF . . . . . $372.50 No discounts in section 3 may be taken

3

I may attend complimentary because I am a (see p. 4): q Qualifying judge q Judge’s staff attorney

Registration includes: • Coffee & pastries provided each morning • Lunch included on both days • Complimentary internet access in meeting room

4

Registering five or more?

E-mail Laura Angle at laura.angle@texasbar.com for group discount information.

8155

I want my course materials format to be: q Hard copy books as well as a PDF download of same (both formats included in registration fee) q PDF download ONLY so I’ll take $25 OFF I’m entitled to 1 or 2 discounts on this course: q $50 OFF because I’m registering by the “Register by” date at the left. (If by mail, date of postmark will be determinative.) $25 OFF because (choose 1 box only) I’m a member of the q Business Law Section q State Bar College q Paralegal Division I can’t attend. Just send course materials.

FREE Shipping & Handling q Course hard copy book $155 (plus tax; see footnote†) To order a discounted PDF download of course materials (available 4-6 weeks after the course), search Publications at TexasBarCLE.com.

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My total is $_____________. I am paying by: q Check (enclosed) payable to the State Bar of Texas for $__________ q Visa

q MasterCard

q AMEX

q Discover

PLEASE PRINT LEGIBLY Account No.______________________________ Exp. Date________ Name on card (Please print) _________________________________________________________

Mark Your Calendar!

State Bar Membership No. ___ ___ ___ ___ ___ ___ ___ ___

Advanced Employment Law LIVE in Dallas

Registrant Name__________________________________________________________________

Firm Name/Court _________________________________________________________________

.................................................................

Address for Bar-Related Mail ________________________________________________________ City/State_____________________________________ Zip________________________________

Advanced Business Bankruptcy LIVE in Hous t on

Phone (

Signature ________________________________________________________________________

) ___________________________ Fax (

) ______________________________

E-Mail (required for registrant’s PDF download option):__________________________________ A confirmation of your registration will be sent to the e-mail address you provide. †Plus 8.25% sales tax on total. Please include sales tax or attach an exemption certificate.

Book orders are filled and shipped 4-6 weeks after the live program. A bill will be sent unless a credit card charge is authorized on this form.

For information on audio CDs of course topics, contact our DVD CLE service at 800-2042222, x1575. MP3 files of topics will be downloadable from TexasBarCLE.com 6-8 weeks after the course.

QUESTIONS? 800-204-2222, x1574 • 512-427-1574

JW

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January 22-23, 2015

February 19-20, 2015

.................................................................

Essentials of Business Law LIVE in Dallas

March 12-13, 2015

.................................................................

Legal Writing to Win LIVE in Aus t in

January 13, 2015

State Bar of Texas P.O. Box 12487 Austin, TX 78711-2487

Advanced

Business Law COURSE

Dallas  November 6-7, 2014

NON PROFIT ORG U.S. POSTAGE PAID PERMIT NO. 1804 AUSTIN, TEXAS

business law ad - b_Layout 1 4/15/14 6:26 PM Page 1

Join One of the largest State Bar sections, the Business Law Section attracts over 4,000 members from amongst solo practitioners, all sizes of firms, and corporate legal departments.

Get involved!

Members receive a quarterly newsletter and emails on hot topics for business lawyers, as well as a subscription to the Texas Journal of Business Law, published by the Section in conjunction with the South Texas College of Law to track current developments in commercial law in Texas.

The Section is also active in projects to monitor or develop changes in laws affecting business organizations and non-profits, including the Business Organizations Code, the Uniform Commercial Code, and state securities laws.

The Section’s website features links, form documents, and other members-only benefits. Finally, the Section cosponsors business law-related CLE programs, offering its members free or discounted registration.

Attorneys in their first two years of licensure and law students enjoy free membership.

Members receive the Texas Journal of Business Law.

To join, visit www.texasbusinesslaw.org 6