Jeffrey R. "Jeff" Wolfe, Schell Bray PLLC, Greensboro
This session covers the basics of legal entity formation, including the reasons and purposes behind forming an entity. Walk through the different legal and tax structures available when forming an entity and discuss how those decisions impact various events in the life of an entity, including ownership changes, financing needs, employee management and exit events.
9:45 Break
9:55 Basics of Business Taxation
Katie A. Lawson, The Law Office of Katie A. Lawson PLLC, Durham
Join us for a high-level overview of the taxation of business entities, with a focus on explaining common tax types that are shared by all business entities. Learn the tax advantages and tax pitfalls for each entity type to address general tax questions and advise business clients to choose the business structure that works best for the business.
10:55 Break
11:05 Corporation Organization and Operations
Stephen F. Later, Robbins May & Rich LLP, Pinehurst
Gain insights about the critical decisions in organizing and operating a corporation, including choice of jurisdiction of incorporation; corporate ownership, capital and management structure; articles of incorporation; optional charter provisions; bylaws; organizational meeting; initial and ongoing filing and reporting requirements; shareholder and restrictive stock agreements; corporate housekeeping; meetings of directors and shareholders; charter and bylaw amendments; stock transfers; foreign qualification; and dissolution and liquidation.
12:05 Lunch Break
1:05 Issue Spotting: Overview of Common Intellectual Property (IP) Issues for Non-IP Attorneys
Douglas W. "Doug" Meier, NK Patent Law PLLC, Raleigh
Join us for an overview of common IP issues that you may run into when representing your business clients. We cover issues that often arise in the patent, copyright, trademark and trade-secret contexts. Also, learn about fact patterns that lead to common IP issues. And lastly, we highlight important considerations for discussing these issues with your clients.
1:35 Break
1:45 Merger & Acquisition Transactions
Brandy B. Milazzo, Ascension Law, Charlotte
This session provides an overview of merger and acquisition transactions.
2:30 Break
2:40 Basics of Private Placements
April E. Kight, Schell Bray PLLC, Greensboro
Your company client plans to raise money from friends and family or a few other investors. How hard can it be? This session explores the securities considerations in a typical private placement transaction, including the importance of "accredited investors" and the most commonly used exemptions from registration: Section 4(a)(2) of the Securities Act and the safe harbor under Rule 506.
3:25 Break
3:35 Basics of Employment Law
Elizabeth Gift, Ogletree Deakins Nash Smoak & Stewart PC, Charlotte
From discrimination and wage and hour concerns to leave laws and non-compete agreements, this interactive session seeks to provide attendees with a foundation for understanding and addressing common employment law concerns relevant to any North Carolina employer.
4:20 Break
4:30 Tech Tips for Lawyers to Make Your Practice More Efficient‡
Catherine Sanders Reach, North Carolina Bar Association, Cary
Are you looking for ways to work smarter and not harder? Do you want to leverage the tools you already have more effectively? Do you want to ease security worries? How about making it easier to work with clients? Want to automate repetitive workflows and manage tasks more efficiently? In this session, receive an actionable to-do list of tips to help you manage your practice so you can focus on practicing law.
5:30 Adjourn
‡ Indicates portion providing Technology Training credit
Description
This program is developed for attorneys who are new to the practice of business law, as well as for more experienced attorneys seeking an update on recent legal developments.
Contributors
Elizabeth Gift
Elizabeth Gift is a shareholder at Ogletree Deakins Nash Smoak & Stewart PC in Charlotte. She is a fully-integrated partner in her clients' employment challenges as both a thoughtful counselor and an aggressive litigator. She devotes a substantial portion of her practice to providing creative, strategic, and practical advice to her clients on nearly every aspect of the employment relationship. As a strategic partner, Elizabeth focuses on addressing existing or threatened employment claims and on developing effective strategies to mitigate risk, all while meeting the unique business objectives of her clients. While Elizabeth serves employers across multiple industries, she has a depth of experience with clients in retail, manufacturing, healthcare, financial, and higher education, among others.
Elizabeth devotes the remainder of her practice to employment litigation. Whether it be enterprise-wide litigation, single-plaintiff litigation, or mass arbitration filings, Elizabeth has a compelling record in high stakes litigation, including under the FLSA, Title VII, the ADA, Section 1981, the ADEA, the FMLA, and the Federal Arbitration Act. Elizabeth's deep and varied experience has resulted in appearances across the United States, including the Fourth and Fifth Circuit Court of Appeals and federal and/or state courts in North Carolina, Georgia, Oklahoma, Texas, Louisiana, and Connecticut.
Elizabeth also regularly defends employers before federal and state administrative agencies, including the Equal Employment Opportunity Commission (EEOC) and the North Carolina Department of Labor (NC DOL).
Prior to joining Ogletree Deakins, Elizabeth worked at the EEOC – an experience that provided her with a unique perspective into an administrative agency that at times can be a mystery to employers and other employer-side lawyers. She also routinely revises employee handbooks, policies, and agreements, as well as provides training to employee and management groups to help them remain compliant with applicable laws.
Elizabeth earned her B.S., cum laude, from the College of Charleston and her J.D. from Charlotte School of Law.
April E. Kight is a member of Schell Bray PLLC in Greensboro. Her practice areas are general corporate, mergers & acquisitions, new markets tax credits, renewable energy, private equity and securities regulation. She works with companies of all sizes on a variety of transactional, corporate, and commercial matters. Her practice involves assisting limited liability companies, corporations, and private equity funds with formation and governance matters and negotiating, documenting, and closing complex business transactions, including strategic alliances, acquisitions, mergers, and debt and equity financings.
April also provides advice to sponsors and investors in private equity transactions. She has assisted clients in a variety of industries with federal and state securities law compliance when raising money through private placements, including real estate and private equity funds, a technology-related service provider, and a multi-national investment company formed to acquire energy-related technology. She is also experienced with broker-dealer, investment adviser, and investment company regulatory issues that may be raised in connection with private placements.
April received her B.S.B.A., summa cum laude, from Appalachian State University and her J.D., with high honors, from the University of North Carolina at Chapel Hill School of Law.
Stephen F. Later is a Partner at Robbins May & Rich LLP in Pinehurst. He represents individuals, businesses, and nonprofits in corporate governance and in mergers and acquisitions, spin-offs, and divestitures and in corporate finance, private equity, venture capital, and complex commercial transactions.
Stephen represents individuals and business and nonprofit associations in activities including entity selection and formation, governance, and dissolutions and creditors' rights. He advises clients in a range of acquisition techniques including asset sales, equity sales, and private equity placements. His nonprofit corporate practice includes extensive experience in formation of nonprofit entities, application for recognition of exemption, preservation of tax-exempt status and avoidance of sanctions, and solicitation registration. He further advises employers in matters related to confidentiality agreements, non-competition agreements, employment contracts, employment discrimination, and employment terminations.
Stephen earned his A.B., cum laude, from Columbia University, M.A. from University of Virginia and his J.D., cum laude, from University of North Carolina School of Law.
Katie A. Lawson is managing member of The Law Office of Katie A. Lawson PLLC in Durham. She zealously represents businesses and individuals in tax and corporate matters.
As an accountant and tax attorney, Katie's passion is to help create and grow small businesses to their full potential. Katie also regularly conducts seminars, in collaboration with local community colleges and numerous organizations, to educate small businesses and individuals about tax and corporate matters. Katie is a lawyer with integrity, compassion, and empathy. The focus of her practice is to provide tailor-made, targeted solutions for clients.
Katie is a native of South Carolina. She graduated from the University of South Carolina with a B.S. in Accounting. Before attending law school, Katie entered the workforce as an assistant branch manager of a large corporate bank. Realizing that this was not her calling, Katie decided to further her education by going to law school. She attended North Carolina Central University school of Law where she rediscovered her first true love, taxation. After successfully completing law school, Katie decided to further her tax knowledge base by pursuing a Master's of Law in Taxation. She received her LL.M. from the University Of Washington School Of Law and began her legal career in 2008 with a regional law firm, where she practiced tax and corporate law.
Douglas W. "Doug" Meier is an experienced patent attorney with a background in electrical engineering at NK Patent Law PLLC in Raleigh. He brings to his clients a unique combination of legal and technical experience that allows him to quickly understand complex electrical, computer, and software technologies.
Doug's practice focuses on patent prosecution before the United States Patent and Trademark Office, as well as inter partes review and other post-grant proceedings. In addition to patent prosecution, he also provides guidance on other patent-related issues, such as helping clients prepare for patent litigation and preparing patentability and clearance opinions.
Having experience with a variety of electrical technologies covering smartphones, computers, wireless communications, networking, semiconductors, and digital image processing, Doug has represented a variety of small and large companies alike.
Doug received his B.S. in Electrical Engineering from the University of Texas at Austin and his J.D., with honors, from the University of Texas School of Law.
Brandy B. Milazzo is managing partner, co-founder & principal owner of Ascension Law in Charlotte. She focuses her practice in the areas of mergers and acquisitions, technology, supply chain and outsourcing transactions, private equity and venture capital transactions, commercial business transactions, finance, loan modifications, and other general corporate work, such as corporate organization, governance, or dissolution.
Brandy is a member of the North Carolina and American Bar Associations. She is also a Mecklenburg County Bar.
Brandy earned her J.D., cum laude, from the University of South Carolina, along with her M.I.B.S. from the Darla Moore School of Business. She also attended Campbell University, receiving a B.A., summa cum laude, with a pre-law/government major and French minor.
Catherine Sanders Reach is Director for the Center for Practice Management at the North Carolina Bar Association, providing practice technology and management assistance to lawyers and legal professionals. Formerly she was Director, Law Practice Management and Technology for the Chicago Bar Association and the Director at the American Bar Association's Legal Technology Resource Center.
Prior to her work at the NCBA, CBA and ABA she worked in library and information science environments for a number of years, working at Ross and Hardies as a librarian. She received a master's degree in Library and Information Studies from the University of Alabama, Tuscaloosa in 1997.
Catherine's professional activities include articles published in Law Practice magazine, Law Technology News and GPSolo Magazine, as well as numerous other publications. She has given presentations on the use of technology in law firms for national bar conferences, state and local bar associations and organizations such as the National Association of Bar Council and the Association of American Law Schools. In 2011 she was selected to be one of the inaugural Fastcase 50, celebrating fifty innovators, techies, visionaries, and leaders in the field of law and in 2013 became a Fellow of the College of Law Practice Management. She served on the ABA TECHSHOW Board from 2007-2009, 2014-2016 and is co-vice chair in 2019.
Elizabeth M. "Lizzie" Snow is with Robbins May & Rich LLP in Pinehurst. She joined the firm after practicing in the Raleigh area and focuses on business law, commercial real estate and equine law.
Lizzie earned her B.S., magna cum laude, from Western Carolina University, her M.B.A., cum laude, and J.D., cum laude, from Campbell University. She also earned her LL.M. in International Legal Studies from Nottingham Law School.
Prior to law school, Lizzie was a professional rider and equestrian trainer, and was one of the youngest riders to compete at the Rolex Kentucky Three Day Event CCI 4*. Lizzie has particular insight into athlete sponsorship agreements, syndications, partnerships, and boarding and training agreements.
Andrew D. Steffensen is a Member of Schell Bray PLLC in Greensboro. He represents a wide range of clients in complex business transactions. He has interest and experience in entity selection and formation, mergers and acquisitions, private equity, trademarks, and general corporate matters.
Andrew advises clients on choosing and forming appropriate business entities, debt and equity financing matters, mergers and acquisitions, employment and consulting agreements, noncompete and restrictive covenant agreements, and general commercial contract issues. He also advises clients in connection with obtaining, renewing and defending trademarks. He regularly prepares and reviews letters of intent, limited liability company operating agreements, corporate formation documents, shareholder agreements, employment and consulting agreements, noncompete and restrictive covenant agreements, confidentiality and nondisclosure agreements, asset and stock purchase agreements, private placement documents, trademark applications and renewals, and other commercial and contractual documents for various types of business entities.
Andrew earned his B.S., summa cum laude, and M.S., with high honors, in Accounting from East Carolina University and his J.D. from William & Mary Law School. In addition to his legal knowledge and experience, he has passed the North Carolina CPA exam, which is particularly useful when advising clients in connection with the financial aspects of business transactions.
Jeffrey R. "Jeff" Wolfe is of Special Counsel with Schell Bray PLLC in Winston-Salem. He focuses his practice on all stages of the for-profit and non-profit business cycle, including entity formation, raising capital, daily contract needs, and strategic exits. He has advised companies of every size, from early-stage startups and small consulting companies to large public companies, on matters including complex mergers and acquisitions and private and public equity offerings.
In addition to providing legal services, Jeff enjoys mentoring and coaching business leaders on legal and non-legal matters. He has served as a counselor with the Forsyth Tech Small Business Center; a mentor with Velocity, an accelerator for creative entrepreneurs; and is involved with Winston Starts, a local entrepreneurial community.
Since 2021, Jeff has served on the school board for Redeemer School in Winston-Salem. From 2015 to 2021, he served on the Board of Directors for JusticeMatters, a non-profit that provides empowering legal services to protect children and help survivors of human trafficking and other trauma rebuild their lives.
Jeff earned his B.A. in Economics and Political Science from Indiana University Bloomington and his J.D. from Wake Forest University School of Law.