8:25 Registration and Continental Breakfast
Sponsored by Nelson Mullins Riley & Scarborough LLP.
8:55 Welcome and Introductions
9:00 Navigating Unfriendly Ports and Preventing Mutinies: Improving Interactions, Negotiations and Outcomes With Social Science
Joseph S. "Joe" Dowdy, Kilpatrick Townsend & Stockton LLP, Raleigh
This session blends social science theories and practical strategies based on the speaker's experience as both deal and litigation counsel. We cover social science literature on interpersonal interaction, decision architecture, and negotiation in a (hopefully) entertaining way. Specifically, we address relevant concepts from Crucial Conversations: Tools for Talking When Stakes are High; Games People Play: The Basic Handbook of Transactional Analysis; Never Split the Difference: Negotiating As If Your Life Depended On It; Nudge: Improving Decisions About Health, Wealth, and Happiness; Mistakes Were Made (but Not By Me) Third Edition: Why We Justify Foolish Beliefs, Bad Decisions, and Hurtful Acts, as well as real-life anecdotes. The key takeaways include a deeper awareness of basic human tendencies that drive outcomes and how they can help us navigate difficult opponents, manage unfavorable situations, counter hard-bargaining tactics, and overcome communication breakdowns when dealing with team members and opponents.
10:00 Break
10:10 Keeping In-House Counsel Privilege at an Even Keel*
Amy E. Richardson, HWG LLP, Raleigh
Aaron Weiner, Technimark LLC, Asheboro
The United States Supreme Court recently heard arguments on a critical question for protecting in-house attorneys' communications with their clients: When is an in-house lawyer's "dual-purpose" communication — that is, one containing both legal and nonlegal advice — protected by attorney-client privilege? This insightful session explores the law governing attorney-client privilege and work product protections, and trends in privilege decisions relating to in-house counsel roles. It draws from the ethics rules and court opinions to guide a case study-based discussion of the rules governing in-house privilege claims and offers best practices to protect the attorney-client privilege.
11:10 Break
11:20 Forewarned Is Forearmed: Tax Considerations in M&A for In-House Counsel
C. Wells Hall III, Nelson Mullins Riley & Scarborough LLP, Charlotte
Helen P. Herbert, The Tribute Companies, Wilmington
The session covers taxable and nontaxable asset and stock acquisitions of privately held companies, including C and S corporations, LLCs, and members of a consolidated group of corporations. The discussion includes an introduction to Up-C and deSPAC acquisitions, maximizing the benefits of the Section 1202 exclusion for qualified small business stock (QSBS), and the implications of recent changes in the tax laws and regulations. This session is tailored for in-house corporate counsel and tax directors involved with or anticipating an M&A transaction on either the buyer or seller side.
12:20 Adjourn
Networking Lunch
12:20 PM | Galleria, North Carolina Bar Center
Please RSVP.
Sponsored by Kilpatrick Townsend & Stockton LLP.
* Indicates portion providing Ethics/Professional Responsibility credit