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.
9:40 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.
10:50 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.
1:30 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.
2:40 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.
3:50 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.