8:55 Welcome and Introductions
9:00 Annual Case Law Update
Andrew J. Haile, Elon University School of Law, Greensboro
Hear about recent business law judicial decisions from the North Carolina courts.
10:00 Break
10:10 Anatomy of an LLC Agreement
Warren P. Kean, Shumaker Loop & Kendrick LLP, Charlotte
Decode the fundamentals of LLCs and how they are fundamentally different from corporations. The presenter walks through the substantive sections of the North Carolina Limited Liability Company Act that govern LLC law (and how the rest of the Act is of limited applicability). This session also explains the purpose of an LLC agreement and highlights relevant provisions of a typical LLC agreement.
11:10 Break
11:20 Annual Legislative Update: NC, DE and the Corporate Transparency Act
Melissa W. Bailey, Brooks Pierce McLendon Humphrey & Leonard LLP, Raleigh
Stephanie Norman, Richards Layton & Finger, Wilmington, DE
A. Heath Tripp, Smith Anderson Blount Dorsett Mitchell & Jernigan LLP, Raleigh
This presentation dives into a discussion regarding recent business legislation in North Carolina (including virtual shareholders' meetings and other adjustments to the North Carolina Business Corporation Act) and Delaware (including changes to the Delaware LLC Act), and also provides an introduction to the Federal Corporate Transparency Act.
12:20 Lunch Break
12:50 Nonprofit Update
Robert W. "Bob" Saunders, Brooks Pierce McLendon Humphrey & Leonard LLP, Greensboro
Advising nonprofit organizations can be an important and rewarding part of a business attorney's practice, whether pro bono or compensated. This session covers important legal trends and common issues, federal and state legislative developments, and ways in which business attorneys can increase their engagement in nonprofit work.
1:50 Break
2:00 The Future of Work Is Now: Evolving Workforce and Cyber Challenges in the Age of COVID‡
C. Patrick F. Brown, Lawyers Mutual Liability Insurance Company of North Carolina, Cary
John E. Pueschel, Womble Bond Dickinson (U.S.) LLP, Winston-Salem
As we emerge from the disruptions caused by COVID-19, it is unlikely that the workplace will look or feel like it did before the pandemic arrived here in early 2020. This panel discussion examines these profound workforce changes and the employment and cyber challenges that businesses must face during COVID-19 and beyond. Panelists also cover employment law compliance and employee relations — including issues related to remote work and flexible work arrangements, leaves of absence, vaccine mandates, accommodation of disability and religion, changing employee expectations, and workforce retention — and trends in diversity and inclusion, discrimination, and harassment. Additionally, learn how these changes and issues affect cybersecurity, including new threats, how to secure a remote workforce, and basic precautions that prevent you from being the "low-hanging fruit" for cybercriminals.
3:00 Break
3:10 Equity and Inclusion*
Dianne C. Bailey, Bank of America, Charlotte
Thomas N. "Tom" Griffin III, Parker Poe Adams & Bernstein LLP, Charlotte
Kevin J. Price, The Institute, Durham
How do lawyers mobilize to make an impact with respect to equity and inclusion? What are the disparities, the market failures, the opportunities? What are the potential solutions? What is the role of the legal and philanthropic communities in assisting historically under-resourced entrepreneurs? This session, from a practical perspective, provides history and context and discusses the opportunities. Also learn about an exciting new pro bono collaborative in Charlotte, North Carolina, supporting minority-owned businesses, and explore different ways in which philanthropy and private capital can work together to address these issues.
4:10 Adjourn
* Indicates portion providing Ethics/Professional Responsibility credit
‡ Indicates portion providing Technology Training credit
Thank you for joining us for The Business Lawyer and the New Normal (2022 Business Law Section Program).
There is no question that COVID-19 has wrought lasting changes in the business world and society at large. This year's program examines the resulting changes in the workplace and how these changes affect cybersecurity.
Dianne Chipps Bailey is the Managing Director, National Philanthropic Strategy Executive, Philanthropic Solutions at Bank of America in Charlotte. In this role, Dianne and her team deliver customized consulting and advisory services to Merrill and Bank of America Private Bank institutional client boards of directors, investment committees and senior professional leaders. Her team's areas of focus for their nonprofit and family office clients nclude strategic visioning, mission advancement, risk management, governance and board dynamics.
Dianne is a frequent speaker and commentator on topics related to best practices and trends in philanthropy. In her TEDx Talk, she made "The Case for Fierce Optimism."
Dianne has more than twenty years of experience working with nonprofits. Previously as an attorney, Dianne's practice was dedicated to the representation of tax-exempt organizations, their senior management and volunteer leaders. She advised a diverse group of nonprofits in all aspects of their organization, administration and management. Her clients included colleges and universities, museums, human service organizations, sports philanthropists, health care affiliate and conversion foundations, corporate and community foundations, private foundations and donor-advised fund holders, churches and other religious organizations, national fraternities and sororities, business leagues, trade organizations, as well as a myriad of start-up and grassroots charities. In addition, Dianne regularly was engaged as an expert witness in state and federal litigation matters, providing strategic counsel and trial testimony. Dianne began her career at Georgetown University Law Center, where she served on the adjunct faculty and raised annual and major gifts.
Dianne's professional commitment to nonprofits is deeply personal. An active community leader, she has served on and chaired many nonprofit boards including most recently, Discovery Place and Women Executives. An evangelist for women's philanthropy, she is a founding member and past president of Women's Impact Fund and currently serves as vice chair of the Women's Philanthropy Institute national council. Her professional recognition includes a Charlotte Business Journal Women in Business Achievement Award and the Leadership Charlotte Circle of Excellence Award. Dianne was named The Mecklenburg Times 2015 Woman of the Year.
Dianne graduated, with high honors, from the University of California at Berkeley and, cum laude, from Georgetown University Law
Center.
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Melissa W. Bailey is an Associate at Brooks Pierce McLendon Humphrey & Leonard LLP in Raleigh. She is a corporate transactional lawyer, representing clients in general business and transactional matters, entity formation, securities, and mergers and acquisitions. She represents clients in corporate transactions of all types, including mergers, acquisitions, divestitures, lending transactions, and financing transactions.
Melissa is a member of the North Carolina and American Bar Associations. She was selected by her peers for inclusion in The Best Lawyers in America© "Ones to Watch" for corporate law, mergers and acquisitions law and real estate law (2021-2024).
Melissa earned her B.A. from the University of North Carolina at Chapel Hill and her J.D., with high honors, from the University of Texas School of Law.
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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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C. Patrick F. Brown is the Vice President of Enterprise and Operational Risk Management at Lawyers Mutual as well as filling the roles of Corporate Secretary and Director of Information Security. He has also previously served in the roles of relationship manager and underwriter.
Prior to joining Lawyers Mutual in 2011, he practiced in the areas of real estate, foreclosure, creditor's rights, and insurance subrogation. He is licensed in North Carolina, Virginia, the District of Columbia, and the US Patent & Trademark Office.
Patrick is a NC State Bar board certified specialist in Privacy & Information Security Law and has been designated a Fellow of Information Privacy and a Privacy Law Specialist by the IAPP as well as being a Certified Information Privacy Professional/United States, a Certified Information Privacy Manager, and a Certified Information Privacy Technologist. He serves on several local and state bar association committees, including the North Carolina State Bar's Cybersecurity Committee and the North Carolina Bar Association's Privacy and Data Security Section Council, and is a member of the International Association of Privacy Professionals.
Patrick earned his B.S. in Biology from the University of North Carolina at Chapel Hill and his J.D. from Campbell University School of Law.
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Edward T. "Ed" Chaney is a partner at Schell Bray PLLC in Greensboro. He focuses his practice on advising a broad range of nonprofit organizations on key tax and corporate matters, including organization formation and governance, 501(c)(3) tax exemption and ongoing compliance, charitable giving, program-related and impact investing, and complex organizational structures, transactions, and transitions.
Ed has extensive experience in advising philanthropic organizations on operational and tax compliance matters, including donor advised fund operations, private foundation grant making, and program-related investments. He also advises on the tax requirements for supporting organizations, the structuring of substantial charitable gifts, and the governance of endowment funds. He has counseled philanthropic clients of many sizes and forms, including community foundations, small and large private foundations, national donor advised fund sponsors, and university-related foundations.
Ed also regularly advises a wide variety of operating nonprofits on their governance, tax compliance, and transactional needs. Clients have included community economic development and affordable housing organizations, colleges and universities, charter school management organizations, public education and advocacy organizations, performing arts organizations, industry associations, and many more.
Ed speaks, writes, and teaches frequently on the law of nonprofit and tax-exempt organizations. Among other engagements, he has presented at Georgetown University Law Center CLE's Representing and Managing Tax-Exempt Organizations and at the University of Texas School of Law CLE's Nonprofit Organizations Institute. He recently served as an Adjunct Assistant Professor at the UNC School of Law, where he taught the Law of Nonprofit Organizations.
Prior to attending law school, Ed worked for ten years in the nonprofit sector, serving as a program director, executive director, board member, and board chair with a number of tax-exempt organizations.
Ed earned his B.A. from the University of North Carolina and his J.D., with honors, from the University of North Carolina School of Law.
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Charles E. "Charlie" Davis III is a partner with Poyner Spruill LLP in Raleigh. He advises clients on estate and trust planning issues, including the implications of estate, gift, GST, and income taxes. He also advises executors and trustees in the administration of estate and trusts. In addition, he advises businesses and business owners on general corporate issues, tax issues, and succession planning.
Charlie is a Board-Certified Specialist in Estate Planning and Probate Law by the North Carolina State Bar Board of Legal Specialization. He is a member of the North Carolina Bar Association's Estate Planning and Fiduciary Law Section.
Charlie earned his B.S., with highest distinction, from the University of North Carolina at Chapel Hill and his J.D., with high honors, from the University of North Carolina at Chapel Hill School of Law.
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Robert E. "Rob" Duggins is a partner with the corporate group at Smith Anderson Blount Dorsett Mitchell & Jernigan LLP in Raleigh. He leads the firm's Mergers & Acquisitions group and practices corporate law. He has advised public and private buyers and sellers in a variety of industries, notably pharmaceutical services, technology and electronics, and regularly advises boards of directors on related matters of corporate governance. His recent experience includes both domestic and cross-border work in acquisitions, divestitures and joint ventures. In Chambers USA, clients say he is "masterful at getting into the specifics of a particular issue and solving it, as there is little that he hasn't seen" (Chambers USA 2020).
Rob also advises sell-side clients on strategic planning and preparations in advance of potential acquisitions and has worked with and advised multiple buy-side clients on developing systematic programs to leverage efficiencies across multiple acquisitions and to integrate and harmonize execution between in-house legal departments and transaction lawyers from the firm.
In addition to his M&A practice, Rob is the partner in charge of Smith Anderson' Knowledge Management program and the firm's Corporate partner in charge of pricing and client service.
Rob earned his B.S. in Computer Science from North Carolina State University and his J.D., with honors, from University of North Carolina School of Law.
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Thomas N. "Tom" Griffin III is a managing partner with Parker Poe Adams & Bernstein LLP in Charlotte. Tom began his career as an honors attorney with the U.S. Army Corps of Engineers, and has been involved in water law, wetlands, endangered species, National Environmental Policy Act issues, cleanup programs, and many other environmental matters for the last 30 years. He has a unique understanding of how environmental regulations should be drafted, interpreted, and applied. He also knows, firsthand, how the agencies that create these regulations work. He continues to collaborate with agencies such as the Corps, the U.S. Fish and Wildlife Service, the U.S. Environmental Protection Agency, and various state entities.
Tom likens his role as managing partner of the firm to handling a complex piece of litigation – constantly moving, always a problem to solve, always something new and different to do. He brings the same can-do approach that marks his law practice to his role as managing partner. Guiding his firm through the dramatic changes taking place in the legal industry, he strives to stay on the cutting edge.
Tom is listed in The Best Lawyers in America in Environmental Law, 2001-2022 and Environmental Litigation, 2011-2022. Tom received his B.A. degree, magna cum laude, from Wake Forest University and his J.D. degree from the University of Virginia.
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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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Warren P. Kean is a partner at Shumaker Loop & Kendrick LLP in Charlotte. He focuses his practice on matters relating to limited liability companies, partnerships, and other unincorporated entities and the taxation of those entities.
Warren previously practiced with larger, international law firms in both New York and Charlotte.
Chair of the North Carolina Bar Association's Joint Task Force, Warren is responsible for drafting the North Carolina Limited Liability Company Act (NCGS Chapter 57D, 2014). He is former Chair of the Model Operating Agreement Drafting Subcommittee of the Partnerships and the Unincorporated Business Organizations Committee, responsible for drafting the ABA Business Law Section's Model Real Estate Development Limited Liability Company Agreement and is the past Chair of the Tax Committee of the American Bar Association's Business Law Section. Warren also chairs the LLCs, Partnerships and Unincorporated Entities Committee of the North Carolina Bar Association's Business Law Section and its LLC Legislation and Official Commentary Subcommittee. Warren frequently lectures on his areas of practice.
Warren earned his B.A., cum laude, from Washington and Lee University, J.D., Order of the Coif, from Louisiana State University Paul M. Herbert Law Center, LL.M., Taxation, from New York University School of Law and LL.M., with highest distinction, Securities Regulation, from Georgetown University Law Center.
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Stephanie Norman is Director at Richards Layton & Finger in Wilmington, DE. She is a skilled transactional attorney known for her thoughtful yet practical contributions to M&A agreements and other corporate deal processes. Her practice includes drafting organizational corporate documents, assisting corporations and practitioners in remedying defective corporate acts, and handling M&A transactions, including providing advice regarding fiduciary duties, deal-protection measures, and related matters of Delaware corporate and contract law.
Stephanie served as a member of a subcommittee of the Corporation Law Council of the Corporation Law Section of the Delaware State Bar Association, which is the body responsible for proposing amendments to Delaware's corporation and alternative entity laws, in connection with the amendments to Delaware's ratification and validation statutes. Through her exceptional command of the ratification process, she has successfully guided clients through thorny authorization and capitalization issues.
Stephanie has published numerous articles on matters of Delaware corporate law and governance, and she is a sought-after presenter on issues of Delaware corporate law and practice.
Stephanie earned her B.A., magna cum laude, from New York University and her J.D. from Georgetown University Law Center.
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Kevin J. Price is the President & CEO at National Institute of Minority Economic Development in Durham. The Institute is a nonprofit management consulting and services firm focused on business diversity and inclusion. They are trusted advisors to businesses large and small, government agencies, policy makers and organizations that understand the key roles diversity and inclusion play in ensuring business and economic success. Their client services include customized one-on-one assistance, training, knowledge, networks and solutions that create diverse, globally competitive companies. In June 2020, they merged with the NC Community Development Initiative (I-CAP), which is a Community Development Financial Institution (CDFI). I-CAP supports affordable housing, HBCUs, CDCs and diverse businesses with funding and loans. Both The Institute and I-CAP are 501C3s.
Kevin joined the Institute team as the organization's third President & CEO in its 34 year history. He is a Greensboro native, US Army veteran, and graduate of the University of North Carolina Greensboro. After obtaining his Bachelor of Arts degree in Political Science/Psychology, he worked in senior leadership positions with Project Homestead in Greensboro, working to build affordable housing and commercial spaces totaling $42 million. He then spent 3 years with SouthTrust Bank as a Group Vice President/Community Development Manager, leading the bank's compliance with the Community Reinvestment Act. He then moved to Regency Development, as Vice President of Faith-Based Initiatives to lead the organization's work with faith-based organizations between Maryland and Florida developing affordable multi-family housing. He then served with M&F Bank as Vice President/Senior Business Development Officer, leading regional business development activities to generate new retail, deposits and commercial lending relationships. He joined Novant Health in 2006 to launch and lead supplier diversity, after spending many years running his own consulting company. At Novant Health, he was responsible for diversifying the company's procurement spend, identifying minority, women, veteran and LGBT owned suppliers to ensure equal opportunities to compete for Novant Health's business. Under David's guidance, Novant Health increased its diverse supplier spend by more than 500% utilizing over 550 diverse supplier. In partnership with Diversity, Inclusion & Equity, David also served as a master diversity and inclusion facilitator/trainer for the company and earned several awards for his work in this space.
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John E. Pueschel is a labor and employment law partner at Womble Bond Dickinson (U.S.) LLP in Winston-Salem. He devotes his practice to zealously defending businesses in employment lawsuits, while helping them avoid litigation in the first place. John’s strong advocacy, sound legal analyses, practical advice and commitment to client service have allowed him to become a trusted advisor in many business sectors.
In addition, John handles business litigation involving employee raiding, theft of trade secrets, and breach of non-competition covenants. John advises businesses on employee privacy rights laws and data security, as well as on conducting effective internal investigations into misconduct and criminal acts in the workplace.
As a core part of his practice, John routinely defends companies in litigation involving discrimination and harassment claims under Title VII, the ADA, the ADEA and the FMLA; claims of wrongful termination and retaliation; claims under the NLRA; and individual and collective action claims for unpaid wages and overtime under the FLSA and state wage and hour laws. John regularly appears before state and federal administrative agencies and courts, both at the trial and appellate levels, and defends businesses in employment arbitrations.
John frequently speaks and writes on employment-related issues, and is the principal author of three Firm blogs: Fair Labor Standards Act; SEEmployment Law; and Non-Compete and Restrictive Covenants.
John earned his B.A. from University of North Carolina at Chapel Hill and his J.D., cum laude, from Wake Forest University School of Law.
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Robert W. "Bob" Saunders is a partner at Brooks Pierce McLendon Humphrey & Leonard LLP in Greensboro. He is a tax and business lawyer with extensive experience in the nonprofit sector. He counsels primarily tax-exempt organizations, both charitable and non-charitable, on a wide range of federal and state tax controversy matters, estate planning, and tax-exempt financing.
Bob helps all types of exempt organizations, including charities, religious organizations, educational organizations, trade associations, social welfare organizations and social clubs, in matters ranging from formation and operation to merger and dissolution. He serves as general counsel for exempt organizations and advises on tax and governance issues including intermediate sanctions, unrelated business income, and the use of for-profit subsidiaries and single member limited liability companies. He is also a skilled advisor regarding regulatory compliance regarding charitable solicitation laws and regulatory review of assets transfers by nonprofit organizations.He represents senior retirement living nonprofits, including those involved with assisted living, skilled nursing and continuing community retirement centers.
Bob also represents exempt organizations in federal and state tax audits, and has significant experience as bond counsel, underwriter's counsel, company counsel and authority counsel in tax-exempt financings. Recently he was certified as a nonprofit board governance consultant by Board Source.
Bob earned his B.A. from University of North Carolina at Chapel Hill and his J.D. from University of Virginia School of Law.
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A. Heath Tripp is an attorney at Smith Anderson Blount Dorsett Mitchell & Jernigan LLP in Raleigh. He focuses his practice on corporate law, mergers and acquisitions, and finance. He advises clients on general corporate matters, strategic acquisitions and divestitures, debt and equity transactions, and commercial contracting issues. He represents private and public companies ranging from early stage start-ups to Fortune 500 companies in various industries such as health care, private equity, technology, insurance, entertainment, and travel.
Prior to his legal career, Heath earned a business degree and worked in the corporate group of a multinational bank.
Heath earned his B.S. from Wake Forest University, Calloway School of Business and Accountancy, and his J.D., cum laude, Wake Forest University.
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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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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.
Click here for more information about Kimberly.