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The Business Lawyer as First Responder (2021 Business Law Section Program)

8:25        Welcome and Introductions

8:30        Case Law Update

Andrew J. Haile, Elon University School of Law, Greensboro

This presentation discusses important recent business law judicial decisions in both Delaware and North Carolina.

9:30        Break

9:40        Avoiding Your Client Becoming an Accidental Franchisor

Ashley G. Nielsen, Manning Fulton & Skinner PA, Raleigh
Ritchie W. Taylor, Manning Fulton & Skinner PA, Raleigh

The franchise relationship is regulated by federal and state franchise and business opportunity laws. Hear an overview of what relationships constitute a franchise and business opportunity, along with common pitfalls business lawyers should contemplate to avoid creating an accidental franchisor.

10:40      Break

10:50      Secretary of State's Office Update

North Carolina Secretary of State Elaine F. Marshall, Raleigh

The North Carolina Office of the Secretary of State has been implementing innovative practices and procedures to keep North Carolina as a business-friendly state, particularly during COVID-19. Secretary Marshall provides an overview of these innovations and what lies ahead.

11:50      Lunch Break

12:20      "SOFR, So Good?" Current Issues in Credit Agreements

Lauren E. Biek, Moore & Van Allen PLLC, Charlotte
Neil T. Bloomfield, Moore & Van Allen PLLC, Charlotte
Edward H. "Ed" Ivey, Moore & Van Allen PLLC, Charlotte

Time is running out for LIBOR. Learn the differences in approach being taken in the lending and derivatives markets and what that may mean for our clients. Also, dive into a discussion about SOFR and the issues related to its implementation, as well as the regulatory and litigation risks associated with the market transition.

1:20        Break

1:30        Delaware Law Traps for M&A Practitioners

Tatjana Paterno, Bass Berry & Sims PLC, Nashville, TN
Jessica C. Pearlman, KL Gates, Seattle, WA
Lisa R. Stark, KL Gates, Wilmington, DE

This session highlights perennial hot-button topics under Delaware law for M&A practitioners. Topics include directors' fiduciary duties in connection with the sale of a company under Delaware law, material adverse effect or "MAE" clauses, "best efforts" requirements, earn-outs, sandbagging, fraud carve-outs, non-reliance clauses, appraisal rights and more. It also discusses the relevant date from the most recent Private Target Deal Points Study.

2:30        Break

2:40        Beginning a Conversation with Your Lender: Restructuring and Forbearance

Brooks F. Bossong, Nexsen Pruet, Greensboro

When your loan is delinquent or in default, but there is still the potential to "right the ship," two options your lender may consider are a loan modification and a forbearance agreement. Listen as the presenter discusses the distinctions between the two and how they overlap, and the circumstances under which a lender may use one over the other. This session also summarizes and examines common terms in modifications and forbearance agreements, as well as the preconditions lenders often require before entering into these arrangements.

3:40        Break

3:50        Bankruptcy Primer for Business Lawyers

Rebecca F. Redwine, Hendren Redwine & Malone PLLC, Raleigh
James C. "Jim" White, J.C. White Law Group PLLC, Chapel Hill

As business owners face the impact of the aftermath of COVID-19, some face the prospect of business and/or personal bankruptcy. This presentation provides an overview of business and personal bankruptcy, both from the perspective of business owners and their creditors.

4:50        Adjourn


Description

This program covers a variety of timely topics impacting business clients as they look to restructure their businesses due to the impact of COVID-19 on the business climate, as well as updates on other important issues of general interest to business law practitioners.

Contributors

  • Donna Ray Berkelhamer

    Donna Ray Berkelhamer, Legal Direction, Durham

    Click here for more information about Donna Ray.

  • Lauren E. Biek

    Lauren E. Biek, Moore & Van Allen PLLC, Charlotte

    Click here for more information about Lauren.

  • Neil T. Bloomfield

    Neil T. Bloomfield, Moore & Van Allen PLLC, Charlotte

    Click here for more information about Neil.

  • Brooks F. Bossong

    Brooks F. Bossong, Nexsen Pruet, Greensboro

    Click here for more information about Brooks.

  • Andrew J. Haile

    Andrew J. Haile, Elon University School of Law, Greensboro

    Click here for more information about Andy.

  • Edward H. "Ed" Ivey

    Edward H. "Ed" Ivey, Moore & Van Allen PLLC, Charlotte

    Click here for more information about Ed.

  • Ashley G. Nielsen

    Ashley G. Nielsen, Manning Fulton & Skinner PA, Raleigh

    Click here for more information about Ashley.

  • Tatjana Paterno

    Tatjana Paterno is a member of Bass Berry & Sims PLC in Nashville, TN. She helps private equity funds and their portfolio companies, strategic acquirers and multinational publicly traded corporations to structure, negotiate and consummate acquisition transactions. To date, Tatjana has closed nearly $20 billion in M&A and more than $23 billion in overall transactions. Her practice focuses on public and private companies within the healthcare, wellness, manufacturing, food and beverage, technology and senior living industries, among others. Tatjana frequently advises management, boards and special committees on shareholder activism, corporate governance and public company disclosure matters. Tatjana is focused on achieving efficient, practical solutions for her clients.

    Tatjana is a chair of the American Bar Association M&A Committee 2019 Private Target Deal Points Study, which has been widely recognized as the gold standard for market metrics of key negotiated legal issues in M&A agreements. She has been recognized as an "Emerging Leader, Legal Advisor Category" by The M&A Advisor in 2016 and as a "Rising Star" by Mid-South Super Lawyers. Tatjana is a frequent speaker on M&A topics and has been quoted and published on M&A matters in national media, such as DirectorCorps and Mergermarket/Toppan Merrill.

    Tatjana is also a member of the Association of Corporate Growth (Tennessee), American Bar Association and the American Health Lawyers Association (AHLA). She received her B.A. degree, summa cum laude, from the University of Texas at Dallas and her J.D. degree, summa cum laude, from Southern Methodist University Dedman School of Law.

    Click here for more information about Tatjana.

  • Jessica C. Pearlman

    Jessica C. Pearlman, KL Gates, Seattle, WA

    Click here for more information about Jessica.

  • Rebecca F. Redwine

    Rebecca F. Redwine is a Board-Certified Specialist in Business Bankruptcy. Ms. Redwine earned a Phi Beta Kappa key from North Carolina State University, where she graduated summa cum laude with a Bachelor of Arts in English in 2004. She then graduated from the University of North Carolina School of Law in 2007. Ms. Redwine is a partner at Hendren, Redwine & Malone, PLLC, focusing in the areas of Bankruptcy and Civil Litigation. She is also a certified mediator and has served as a receiver. Ms. Redwine is a council member and treasurer of the North Carolina Bar Association Bankruptcy Section Council and served as co-chair of the Pro Bono Committee for Council. Ms. Redwine has spoken at several bankruptcy seminars, regarding Chapter 11 and Chapter 7 bankruptcies. Ms. Redwine has been recognized for several years in Super Lawyers magazine as a North Carolina Rising Star and as Legal Elite in Bankruptcy. For the 2021 issue, Ms. Redwine was named the Lawyer of the Year by Best Lawyers for her work in bankruptcy and creditor rights.

    Click here for more information on Rebecca.

  • Lisa R. Stark

    Lisa R. Stark, KL Gates, Wilmington, DE

    Click here for more information about Lisa.

  • Ritchie W. Taylor

    Ritchie W. Taylor, Manning Fulton & Skinner PA, Raleigh

    Click here for more information about Ritchie.

  • Jennifer L. Weaver

    Jennifer L. Weaver, Manning Fulton Skinner PA, Raleigh

    Click here for more information about Jennifer.

  • James C. "Jim" White

    James C. "Jim" White, J.C. White Law Group PLLC, Chapel Hill

    Click here for more information about Jim.

  • Kimberly E. Zirkle

    Kimberly E. Zirkle, Moore & Van Allen PLLC, Charlotte

    Click here for more information about Kimberly.

February 11, 2021
Thu 8:25 AM EST

Duration 8H 25M

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