Business Law from Start to Finish

Agenda / Content Covered

1. Choosing the Right Entity (After the Tax Reform)
   10:00 — 11:00, Katherine Taylor
   1. LLCs, S-Corps, C-Corps and More
   2. Current Tax Considerations
   3. Ownership and Equity
   4. Liability and Operational Concerns
2. LLCs: Formation - Dissolution
   11:15 — 12:15, Katherine Taylor
   1. Formation: Articles of Organization and Operating Agreements
   2. Members and Management: Structure, Rights and Duties
   3. Transferring Membership Interests
   4. Buy-Sell Provisions
   5. Handling Security Interests
   6. Disassociating Members
   7. Winding Up: Dissolution and Liquidatio
3. Key Agreements and Drafting Tactics
   12:15 — 1:15, Jon Farnsworth
   1. A Blank Slate: Practical Overview
      1. The Well Drafted Contract vs. Poorly Drafted Contract
      2. Resources and Forms
   2. Key Contracts and Considerations
      1. Settlement Agreements and Releases
      2. Employment Agreements
      3. Non-Compete and Confidentiality Agreements
      4. Separation Agreements
      5. Joint Venture Agreements
      6. Real Property Leases
      7. Indemnity Agreements
      8. Covenants Not to Sue
4. Emerging Tech & Data Concerns
   1:45 — 2:45, Jon Farnsworth
   1. Risk Mitigation for Any-Sized Business
   2. Online Reviews & Testimonials: What's the Risk?
   3. (Digitally) Advertising with Care
   4. Combatting Data Breaches, Scams and Fraud
   5. Tech Adoption and Internal/External Policies
   6. What About Data Protection and Data Privacy Laws?
5. Business Valuations in Practice
   2:45 — 3:45, Jay Abrams
   1. Where Business Valuation Becomes Important in the Practice of Law
   2. Infrastructure of Valuation - Very Important for Attorneys to Understand
      1. Premise of Value
      2. Standards of Value
   3. The Structure of Business Valuation
      1. Valuation Approaches
      2. Valuation Methods
      3. Reconciling Discounted Cash Flow and Market Methods
      4. Discounts and Premiums
6. Legal Ethics: Conflicts in Representing a Business
   4:00 — 5:00, Michael Cross
   1. Conflicts of Interest, Client Transactions, and Confidentiality
      1. Common Fact Patterns
   2. Avoiding Conflicts: Practical Safeguards and Techniques
   3. There is an Actual or Potential Conflict . . . Now What?

Accreditation Details:

Jay B Abrams , ASA, CPA, MBA, specializes in valuing privately-held businesses. Mr. Abrams is the president of Abrams Valuation Group, Inc., a business valuation firm with offices in North Hollywood, California and New York. He is the author of two books published by McGraw-Hill, Quantitative Business Valuation: A Mathematical Approach for Today's Professionals and How to Value Your Business and Increase its Potential. The second edition of Quantitative Business Valuation is published by John Wiley & Sons. Mr. Abrams is nearly finished with a book on the valuation of S Corporations and other non-tax entities. He has published several quantitative articles in the American Society of Appraisers' Valuation Journal, Business Valuation Review and The Valuation Examiner. Mr. Abrams has invented several valuation models and approximately 150 valuation formulas. Plaintiff's economist used Abrams Valuation Group, Inc.'s Economic Components Model for the Discount for Lack of Marketability in Maris Distributing Co. v. Anheuser-Busch, Inc., 302 F.3d 1207 (11th Cir. 2002). He earned his MBA degree from the University of Chicago, where he also took graduate courses in the Department of Economics. Mr. Abrams earned his B.S. degree from California State University. He has taught business valuation as continuing legal education in many law firms and seminars at the University of Southern California, University of California at San Diego Extension, the University of San Diego Law School for U.S. Tax Court Justice David Laro, USC Graduate School of Business for Professor Thomas Taulli, and California State University at Northridge Business School for Professor Vincentiu Covrig.

 

Michael D Cross Jr. is a member of the Alpharetta business and technology law firm of Briskin, Cross & Sanford, LLC, where his areas of practice include partnership and LLC law, mergers and acquisitions, franchise law, and corporate law. For more than a decade, Mr. Cross served as an adjunct professor at Reinhardt University, where he taught undergraduate and graduate courses involving business law, media law, entrepreneurial law, organizational leadership and ethics. He also speaks frequently at continuing legal education seminars and has worked with Emory Law School and the Georgia Chief Justice's Commission on Professionalism since 2005. Mr. Cross has been selected five times for inclusion in the listing known as Georgia Super Lawyers Rising Stars for his work representing entrepreneurs, investors and privately-held companies. He is admitted to practice law in Georgia and Indiana, as well as before the U.S. Tax Court. Mr. Cross earned his B.A. degree from Anderson University; his J.D. degree from Emory University School of Law; and his LL.M. degree, with honors, from the University of Alabama School of Law.

Jon L Farnsworth is a partner at Spencer Fane LLP, in Minneapolis, Minnesota. He utilizes his MBA/JD degree to counsel clients, particularly privately-held companies, through complex business transactions, brand protection and technology matters. Mr. Farnsworth uses a common-sense, practical approach to simplify and navigate tricky legal issues. He is a recovering litigator who builds on a wealth of experience, including multiple trials and appeals, to help advise clients about the realities and pitfalls of litigation. He is the former chair of the Technology Law Section at the Minnesota State Bar Association, recipient of the LegalCorps Volunteer of the Year Award, and is consistently recognized by SuperLawyers as a top technology transactional attorney. His clients range from entrepreneurs to established enterprises with international brand recognition. Mr. Farnsworth received his B.A. degree in political science, with honors, and B.A. degree in history, magna cum laude, from Gustavus Adolphus College. He also received his J.D. degree, cum laude, from St. Thomas School of Law and his M.B.A. degree from St. Thomas Opus College of Business.

 

Katherine L Taylor is the owner of Taylor Legal. She concentrates its practice in real estate, land use and zoning, small business and corporate law, alcoholic beverage licensing, contract drafting and review, state and local government law, and property succession planning for businesses and individuals. Ms. Taylor is a member of the Women’s Bar Association for Maryland (former board member), the Howard County Women’s Bar Association (past president), the American Association of Attorney - Certified Public Accountants, and the Maryland State and Howard County bar associations. She earned her B.S. degree from the University of North Carolina at Charlotte and earned her J.D. degree from the University of Maryland.