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
Thank you for joining us for the The Business Lawyer as First Responder (2021 Business Law Section Program) CLE.
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.
Donna Ray Berkelhamer, Legal Direction, Durham
Click here for more information about Donna Ray.
Lauren E. Biek is a member of Moore & Van Allen PLLC in Charlotte. Her principal area of practice is financial services. Lauren represents financial institutions and private equity sponsors in connection with the structuring and documenting of syndicated credit facilities, including merger and acquisition-related financings, first and second lien credit facilities, financial sponsor leveraged acquisitions and asset-based lending for companies in a wide variety of industries.
Lauren is listed in Best Lawyers in America for banking and finance law, 2016-2021. Lauren is also a member of the North Carolina and American Bar Associations. She received her B.A. degree, with honors, from the University of North Carolina at Chapel Hill in 2003 and her J.D. degree, with honors from the University of North Carolina at Chapel Hill School of Law in 2006.
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Neil T. Bloomfield is a member of Moore & Van Allen PLLC in Charlotte. He advises financial services firms on their engagements with government entities. Neil's matters primarily fall into two categories—advising institutions on regulatory compliance issues and conducting investigations in response to issues raised internally or by a government authority.
Neil regularly represents clients with responses to inquiries by Federal (e.g. CFTC, DOJ, OCC, FRB, SEC, IRS, and various U.S. Attorney's offices), State (e.g. the North Carolina Attorney General and other state Attorneys General, and the North Carolina Department of Revenue) and international authorities (e.g. U.K. Financial Conduct Authority, European Commission, Monetary Authority of Singapore, and Hong Kong Monetary Authority). The matters range from market wide inquiries like the Panama Papers, foreign exchange trading, and LIBOR to issues experienced at individual institutions, including whistleblower complaints, concerns related to auditing practices, vendor management, customer remediation, and consumer lending.
Neil is an Adjunct Professor at Wake Forest University School of Law. He received his B.A. degree, with honors from Wake Forest University in 2000 and his J.D. degree, magna cum laude, from Boston University School of Law in 2003.
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Brooks F. Bossong is a member of Nexsen Pruet PLLC in Greensboro. He is a member of the firm's Financial Services and Bankruptcy and Creditors' Rights practice groups. Brooks works with banks, credit unions, direct lenders, and servicers with a focus on creditors' rights/special assets and regulatory compliance. He represents financial institutions throughout North Carolina in the workout of troubled debt restructurings, and regularly assists financial institutions facing government investigations and examinations.
When workouts are no longer viable options in the problem loan context, Brooks is in court handling the recovery of debts and collateral (and defending creditors if borrowers or guarantors assert lender liability claims). Brooks has a statewide practice and is routinely in state and federal court (including bankruptcy court).
Brooks works on complex commercial matters with mixed collateral security issues. A large part of Brooks' practice in both the commercial and consumer contexts consists of advising on compliance issues.
Brooks is a regular speaker on creditors' rights and regulatory compliance issues. He is a member of the North Carolina, Greensboro, North Carolina Bankers and North Carolina Creditors Bar Associations.
Brooks received his B.A. degree from the University of North Carolina at Chapel Hill in 1984 and his J.D. degree from Louisiana State University in 1993.
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Andrew J. "Andy" Haile is an Associate Professor of Law at Elon University School of Law in Greensboro. He joined the Elon Law faculty as a full-time member in June 2008. He teaches business and tax law classes. His primary areas of research include tax policy and state and local tax issues.
Prior to coming to the law school, Andy was a partner with the law firm of Brooks Pierce McLendon Humphrey & Leonard LLP, in the firm's Greensboro office. While in practice, he represented clients in mergers and acquisitions as well as matters involving complex tax planning and tax litigation. He served as judicial clerk to Judge Frank W. Bullock, Jr., former chief judge of the United States District Court for the Middle District of North Carolina from 2000-2001.
Andy earned his B.S. in Mathematics from Davidson College and his J.D. from Stanford Law School, where he was a member of the Stanford Law Review and was awarded the Order of the Coif.
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Edward H. "Ed" Ivey is Head of Derivatives at Moore & Van Allen PLLC in Charlotte. He advises a wide spectrum of clients, including swap dealers, brokers, futures commission merchants, sovereign entities, pensions, hedge funds, commodity pools, financial institutions, trade groups and corporate end-users on internal documentation, board resolutions, policies, legal opinions, affiliate and third-party agreements, financings and capital market transactions.
More recently, Ed advised parties regarding: identifying and hedging ESG risks through swaps and sustainability linked loans; the CFTC's and Prudential Regulator's margin/collateral requirements for OTC swaps; the implications on loan documents, hedges and other finance transactions during the transition from LIBOR to alternative reference rates (e.g., SOFR and Ameribor); the QFC and ISDA Stay Protocol from the perspective of corporates and other end users; and recent federal and state regulatory developments impacting Swap Execution Facilities, cryptocurrencies, stablecoins, blockchain and other developments impacting the growing FinTech space.
Ed earned his B.S., with honors, from the University of North Carolina at Chapel Hill and his J.D. from the University of North Carolina at Chapel Hill School of Law.
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Ashley G. Nielsen is an associate of Manning Fulton & Skinner PA in Raleigh. She focuses her practice on franchising, general corporate law, mergers and acquisitions, and leasing.
As a member of the largest franchise practice in North Carolina, she regularly counsels start-up and early-stage franchisors in building their brands and navigating complex state and federal franchise regulations. She also serves as general corporate counsel to these and other retail and restaurant clients and assists with transactions that range from routine to complex. Ashley has extensive experience preparing franchise disclosure documents ("FDDs"), which benefits not only the franchisors who seek her strategic advice, but also the franchisees who hire her to evaluate FDDs and negotiate franchise agreements and leases. Ashley speaks to franchisors and teaches other attorneys about franchising and related topics. She is one of the few attorneys in North Carolina to receive her Certified Franchise Executive (CFE) designation from the Institute of Certified Franchise Executives and serves as the current chair of the North Carolina Bar Association Business Law Section's Franchise Committee. She has been recognized by Superlawyers for her expertise in franchise and dealership law.
Ashley is a member of the American and North Carolina Bar Associations and the International Franchise Association. She received her J.D. degree, magna cum laude, from Brigham Young University.
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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.
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Jessica C. Pearlman is a partner in the firm's corporate group and is based out of the Seattle office. Jessica represents emerging and established companies in various corporate, securities, and finance matters, with an emphasis on mergers and acquisitions for both public and private clients, domestic and international. She has particular depth of experience in various technology sectors, including healthcare applications, software, social media, data security, data storage, mobile applications, search and search engine optimization, and AI as well as in energy, digital and traditional media, biotechnology, and transportation.
Jessica is Vice Chair of the American Bar Association's M&A Committee, is a former Chair of the M&A Committee's Market Trends Subcommittee and has served as Chair since 2010 of its flagship Private Target M&A Deal Points Study.
Jessica is a frequent presenter on mergers and acquisitions topics and was selected for inclusion in The International Who's Who of Merger and Acquisition Lawyers, Who's Who Legal (2015-present) and as a Washington Super Lawyer and one of the Top Women Attorneys in Washington (2013-present). Jessica has served as an adjunct professor at the University of Washington School of Law and Seattle University School of Law and is a member of the Thomson Reuters Business Law Solutions Advisory Board, Washington Corporate Act Revision Committee and the Practical Law Company Corporate Advisory Board.
Jessica received her B.A. degree, with honors, from the University of Washington in 1996 and her J.D. degree from Georgetown University Law Center in 1999.
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Rebecca F. Redwine is a partner at Hendren Redwine & Malone PLLC in Raleigh. She focuses her practice on Chapter 11 and Chapter 7 bankruptcies for both businesses and individuals. Additionally, she counsels clients experiencing insolvency, and assists them in workouts and settlements with various lenders. She is a board certified business bankruptcy specialist and a North Carolina certified Superior Court mediator.
Rebecca has also served as Unsecured Creditors Committee Counsel in Chapter 11 bankruptcies in North Carolina, as well as the role of an Examiner in Chapter 11s and as a state court receiver. She is admitted to practice in the Eastern, Middle and Western Districts of North Carolina in the United States District Court and the United States Court of Appeals for the Fourth Circuit.
Rebecca was appointed to the Local Rules Committee for the United States Bankruptcy Court for the Eastern District of North Carolina in 2018 and as Chair of the Bankruptcy Law Specialty Committee for the North Carolina State Bar Board of Legal Specialization in 2023. She holds various leadership roles with the American Bankruptcy Institute (ABI), the International Women's Insolvency and Restructuring Confederation (IWIRC), the American Board of Certification and the North Carolina Bar Association. She is a frequent presenter at bankruptcy conferences and is a guest lecturer in bankruptcy classes at the University of North Carolina School of Law and Campbell University School of Law.
In October 2018, Rebecca was named as a 2018 "40 Under 40" honoree by the American Bankruptcy Institute, which received and considered more than 300 nominations nationwide.
Rebecca earned her B.A., summa cum laude, in English from North Carolina State University and her J.D., with honors at the University of North Carolina School of Law.
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Lisa R. Stark is a partner in the firm's Wilmington office. Lisa has over 15 years of corporate experience in such areas as mergers and acquisitions, strategic investments, initial public offerings, proxy contests, and hostile takeovers. She also has experience advising private and public companies and their boards of directors on corporate governance matters. Lisa also advises private equity and venture capital funds in connection with their investments in Delaware corporations.
Lisa is very active in the Business Law Section of the American Bar Association. In addition to being the content director and Jurisprudence Subcommittee co-chair for the Private Equity and Venture Capital Committee, she is a Delaware Court liaison for the Mergers and Acquisitions Committee. Lisa is also vice-chair of the Editorial Board of Business Law Today, the Business Law Section's monthly business law publication. She also sits on the Business Law Section's Marketing Board.
Lisa received her B.A. degree, summa cum laude, from Bucknell University in 1997 and her J.D. degree from Washington and Lee University School of Law in 2000.
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Ritchie W. Taylor is a member of Manning Fulton & Skinner PA in Raleigh. Ritchie founded and leads the firm's franchise practice where for over 20 years he has served as the primary franchise counsel to hundreds of franchisors, franchisees, and dealer networks in their franchise and business matters. He has substantial experience helping domestic and international franchisors design and grow their franchise systems with innovative, but compliant, franchise disclosure documents, franchise agreements, area development agreements, and master franchise agreements. Ritchie's clients benefit from his experience representing both sector leading franchisors as well as innovating emerging concepts. Private equity funds retain him to both advise them on franchise due diligence during a transaction and to represent their franchisor portfolio companies post-transaction on franchise matters. He has substantial experience representing franchise systems operating in the hospitality, restaurant, retail, and home services industries.
Ritchie is a member of the North Carolina Bar Association Business Law Section Council where he currently serves as the Council's Vice Chair, Continuing Legal Education Committee Chair, and is the founding chair of the North Carolina Bar Association Business Law Section's Committee on Franchising. He received his B.S. degree from Brigham Young University Marriott School of Management in 1996 and his J.D. degree, cum laude, from Brigham Young University, J. Reuben Clark Law School in 1999.
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Jennifer L. Weaver is a Partner at Manning Fulton Skinner PA in Raleigh. She has been practicing law at Manning Fulton since 2003. Her experience in the areas of corporate law, employment law, mergers and acquisitions, and a historical practice in estate planning allows Jennifer to bring a unique perspective to business owners throughout the life cycle of a business, from start-up to growth to sale or transition.
Jennifer's clients are typically closely-held or family-owned businesses, ranging from start-ups and mom-and-pop businesses with fewer than ten employees up to large companies with several hundred employees. They include medical practices, engineering and professional services firms, retail and wholesale sales organization, manufacturers, technology companies, restaurants, property management and real estate development companies, and even a few other law firms.
Jennifer earned her B.A. from Smith College and her J.D. from Duke University School of Law.
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James C. "Jim" White is owner of J.C. White Law Group PLLC in Chapel Hill. He is a board-certified specialist in business bankruptcy law and an experienced litigator. He serves as a Subchapter V Bankruptcy Trustee in small business cases in the Middle District of North Carolina, is on the Bar Association's bankruptcy council, and is a NCDRC Certified Mediator focused on mediating bankruptcy and financial litigation cases. His practice is focused on small business debtor bankruptcy and complex litigation.
Jim has a J.D. degree from Duke University School of Law, a Masters in Public Policy from Duke, and a B.A. degree from St. John's College. He has been recognized by his peers as one of the top civil litigation lawyers in the state (in Super Lawyers) as well as one of the top business bankruptcy lawyers in the state (in the Legal Elite and Best Lawyers in America). North Carolina Lawyers Weekly named him a Leader in the Law recognizing him as an influential individual within the state's legal community.
Jim has appeared on CBS This Morning, WRAL and News 14 Carolinas, and stories about his cases have been featured on The Today Show, Good Morning America, and CNN and been published in North Carolina Lawyers Weekly, The News & Observer, The Triangle Business Journal, and in newspapers and on news web sites across the country.
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Kimberly E. Zirkle is a member of Moore & Van Allen PLLC in Charlotte. She focuses her practice on corporate finance and acquisition transactions. She regularly represents a variety of lenders, private equity portfolio companies, and private companies in corporate finance and acquisition transactions. Kimberly's experience involves a wide variety of debt structures including: unitranche, ABL, first lien, split lien, second lien, and mezzanine (secured or unsecured).
Kimberly primarily represents SBICs, BDCs, lenders and institutional investors in the structuring, negotiation, and documentation of debt transactions and related equity co-investments. She has experience involving a wide variety of debt structures including: unitranche, ABL, first lien, split lien, second lien, and mezzanine (secured or unsecured), for both domestic and cross-border transactions.
Kimberly also regularly represents private equity funds in leveraged buy-out transactions and represents portfolio companies and other private companies as borrower counsel in their third-party debt financings. In her role as borrower's counsel, Kimberly is a trusted advisor to her private equity and corporate clients and provides counsel on structuring, debt terms, and other business considerations in order to enable clients to meet their financing needs. She has provided counsel to clients for transactions involving technology, service and manufacturing companies as well as for companies operating in regulated industries such as government contracting, telecommunications and health care.
Kimberly currently serves as co-chair of Moore & Van Allen's Pro Bono and Public Service Committee and regularly represents victims of domestic violence on a pro bono basis in custody, support and divorce proceedings. She led the effort to develop and launch the firm's small business pro bono vertical aimed as providing much needed transactional assistance to small businesses in the Carolinas owned by persons of color.
Kimberly is a member of the North Carolina and American Bar Associations and the Association for Corporate Growth, Charlotte chapter.
Kimberly received her B.A. from the University of Tennessee and her J.D. from the University of North Carolina at Chapel Hill School of Law.
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