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1. Financial Statements 101
2. Forming Limited Liability Companies (LLCs)
3. Preparing Common Business Contracts
4. Sales and Use Tax
5. Key Procedures in Mergers and Acquisitions of Privately-Held Companies
6. Ethics in Business Law

1. FINANCIAL STATEMENTS 101
   9:00 - 9:45, Charles A. Koenig
   1. Income Statement
   2. Balance Sheet
   3. Cash vs. Accrual
   4. Red Flags to Look for in Financial Statements
   5. Reports on Financial Statements
      1. Audited Statements
      2. Reviewed Statements
      3. Compiled Statements
   6. Differences Between a Business' Financial Statement and Tax Return
2. FORMING LIMITED LIABILITY COMPANIES (LLCs)
   9:45 - 11:00, Paul R. Hess
   1. Initial Considerations
   2. Drafting Articles of Organization
   3. Drafting the Operating Agreement
   4. Rights and Duties of Members
   5. Management Structure
   6. Assignments of Membership Interests
   7. Buy-Sell Provisions
   8. Security Interests
   9. Disassociation
   10. Dissolution and Liquidation
3. PREPARING COMMON BUSINESS CONTRACTS
   11:15 - 12:30, Bradley W. Miller
   1. The Well Drafted Contract vs. Poorly Drafted Contract
   2. Settlement Agreements and Releases
   3. Employment Agreements
   4. Non-Compete Agreements
   5. Confidentiality Agreements
   6. Separation Agreements
   7. Real Property Leases
   8. Indemnity Agreements
   9. Covenants Not to Sue
   10. Joint Venture Agreements
4. SALES AND USE TAX
   1:30 - 2:15, Charles A. Koenig
   1. What Goods and Services are Taxable
   2. Keeping Up to Date on Taxable Units
   3. Determining Tax Base
   4. Registration, Permits and Reporting Requirements
   5. Tax Rates
   6. Compliance Penalties
5. KEY PROCEDURES IN MERGERS AND ACQUISITIONS OF PRIVATELY-HELD COMPANIES
   2:15 - 3:15, Paul R. Hess
   1. Preliminary Considerations
   2. Drafting Acquisition Documents
      1. Strategic Provisions in Stock and Asset Purchase Agreements
      2. Representations and Warranties
      3. Covenants and Conditions
      4. Indemnification and Adjustments to Price
      5. Legal Opinions
   3. Negotiation Strategies
   4. Tax Issues
   5. Pre-Closing, Closing, and Post-Closing Considerations and Checklists
6. ETHICS IN BUSINESS LAW
   3:30 - 4:30, Bradley W. Miller
   1. Avoiding Conflicts of Interest
   2. Organization as Client
   3. Reporting Fraud
   4. Social Media Concerns
      1. Advertising Regulations
      2. Unauthorized Practice of Law
      3. Client Confidentiality
      4. Terms of Service Contracts

PAUL R. HESS is a director in the law firm of Kegler, Brown, Hill & Ritter Co, LPA. He has been an attorney for more than 25 years and assists clients of all sizes in the areas of business, tax and securities, and mergers and acquisitions law. Mr. Hess advises clients ranging from start-ups and small businesses, to mid-size business and public companies. He is a member of the Columbus, Ohio State and American bar associations. He earned his A.B. and J.D. degrees from the University of Michigan.

CHARLES A. KOENIG maintains a general business practice in Columbus. He has been an attorney for more than 32 years and was formerly employed by the firm of Coopers & Lybrand in their real estate tax shelter group and the mergers and acquisitions group, where he served as an instructor at national tax seminars and continuing education courses. Mr. Koenig is a member of the Ohio State and American bar associations. He earned his B.S., M.B.A. and J.D. degrees from The Ohio State University.

BRADLEY W. MILLER is an attorney with Burton Law LLC, where he focuses his practice on business law, including business planning and entity formation. He is a member the Ohio State Bar Association (Young Lawyers Section Council, member, 2008-present), the Columbus Bar Association (Solo/Small Firm Committee, chair, 2007-2009) and American Bar Association. Mr. Miller earned his B.A. degree from The Ohio State University and his J.D. degree from Capital University Law School.

Please refer to Continuing Education Credit FAQ for general information about seeking credit for your participation in one of our continuing education programs.

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Phone: 866-240-1890

Email: credit@nbi-sems.com