BUSINESS CONTRACTS THE FUNDAMENTALS

Transcription

1 BUSINESS CONTRACTS THE FUNDAMENTALS LIVE PROGRAM & LIVE WEBCAST: SEPTEMBER 9, 2016 Live program will be at the CBA-CLE Classroom 1900 Grant Street, Suite 300, Denver, CO Each attendee receives a copy of the NEW 2016 Edition of Business Contracts by Edward D. White, Esq.! TOPICS TO BE DISCUSSED INCLUDE: General Contract Provisions and Structural Issues Event Sponsorship Agreements and Sweepstakes Rules Overview of Business Entities State and Federal Securities Laws Sale and Purchase of Goods and Services Copyright Assignments Labor and Employment Issues for Business Owners M&A Basics Opinion Letters VIDEO REPLAYS: OCTOBER 13, 2016 Denver, Colorado Springs, and Grand Junction CLE CREDITS: Submitted for 6 General CLE Credits REGISTER FOR THIS PROGRAM

2 BUSINESS CONTRACTS THE FUNDAMENTALS LIVE PROGRAM & LIVE WEBCAST: SEPTEMBER 9, 2016 Live at the CBA-CLE Classroom, 1900 Grant Street, Suite 300, Denver, CO VIDEO REPLAYS: OCTOBER 13, 2016 Denver, Colorado Springs, and Grand Junction CLE CREDITS: Submitted for 6 General CLE Credits AGENDA 8:30 AM Registration and Continental Breakfast 9:00 AM Introduction to Business Contracts - by Ted White Introduction to Contract Drafting (Chapter 1) Dominick Sekich will discuss general provisions and structural contract issues. 10:00 AM Networking Break 10:15 AM Event Sponsorship Agreements and Sweepstakes Rules Considerations (Chapter 9) David Katalinas and Jonathan Milgrom will address the key provisions that most sponsorship agreements should contain, as well as the core considerations that should be in almost every set of sweepstakes rules. Overview of Business Entities (Chapter 2) Corporate attorneys, Sara Francavilla and Nick Reckman, will provide a brief background of entities and their related tax implications. 11:15 AM Financing the Business and Compliance with State and Federal Securities Laws (Chapter 3) Securities attorney David Roos will provide an overview of financing alternatives for the privately-held business, strategies for complying with state and federal securities, and basic forms and documents required to complete a private securities transaction. Sale and Purchase of Goods and Services (Chapter 4) Corporate attorney Ed Naylor will provide tips on drafting contracts for the purchase and sale of goods and services. 12:15 PM Lunch Break (on your own) 1:15 PM Copyright Assignments (Chapter 5) Charles Luce, Chair of Moye White s IP Practice Group, will demystify what is and is not a work made for hire under the Copyright Act, why it is important for business practitioners to understand this distinction, and how to apply this knowledge in providing good counsel to your clients.

3 AGENDA continued 1:15 PM Labor and Employment Issues (Chapter 6) continued Employment attorney Becky DeCook will provide an overview of key information Colorado business owners need to know about employment-related laws. 2:15 PM Overview of Mergers and Acquisitions (Chapter 7) Mergers and acquisitions attorney Andrew Spruiell will provide a basic overview of the structuring and documenting asset purchases, stock purchases and the different forms of merger under Colorado law, along with legal and business points to consider when planning and negotiating the acquisition. 3:15 PM Adjourn Overview of Opinion Letters (Chapter 8) Attorney John Kellogg will provide an overview of the components of opinion letters, typical transaction opinions, necessary due diligence to support the opinions, and potential attorney liability for incorrect opinions. Closing remarks & Questions - by Ted White REGISTER FOR THIS PROGRAM ONLINE! Go to ABOUT THE BOOK BUSINESS CONTRACTS A Guide for Lawyers and Business Owners 2016 Edition By Edward (Ted) D. White SUMMARY TABLE OF CONTENTS: CHAPTER 1. INTRODUCTION TO CONTRACT DRAFTING 1.1 Overview; 1.2 Clarity Is Key; 1.3 What To Include; 1.4 Changing The Document; 1.5 Standardization; 1.6 Style And Form; FORM: Standard Contract Provisions CHAPTER 2. OVERVIEW OF BUSINESS ENTITIES 2.1 Selecting The Appropriate Business Entity; 2.2 Matrix For Choice Of Entity: Which Entity Is Right For You?; 2.3 Organizational Grid; FORMS: Articles Of Incorporation; Checklist For Creating A Corporation; Bylaws; Written Consent In Lieu Of First Meeting Of The Board Of Directors Of; Shareholders Agreement; Letter Doing Business As An S Corporation; Checklist For Use In Creating A Limited Liability Company; Articles Of Organization; Simple LLC Operating Agreement; Partnership Checklist LLP; Family LLLP Partnership Agreement; Limited Liability Limited Partnership Agreement; Professional Corporation Bylaws; Formation Questionnaire; Articles Of Incorporation [Colorado Nonprofit Corp]; Nonprofit Corporation Bylaws; Questionnaire Regarding 501(c)(3) Application Information; Charitable Trust

4 ABOUT THE BOOK continued CHAPTER 3. FINANCING THE BUSINESS 3.1 Introduction; 3.2 Funding Considerations; 3.3 Debt vs. Equity; 3.4 Sources Of Capital; 3.5 Compliance With Federal And State Securities Laws; 3.6 Forms; FORMS: Private Placement Memorandum; Instructions To Subscribers; Investor Questionnaire; Subscription Agreement; Series A Preferred Stock Term Sheet; Investor Rights Agreement; Debt Investment Term Sheet; Borrower s Certificates; Convertible Subordinated Promissory Note; Amendment And Restatement Of Certificate Of Incorporation CHAPTER 4. SALE AND PURCHASE OF GOODS AND SERVICES 4.1 Sales Of Goods; 4.2 Service Agreements; 4.3 Electronic Contracting; 4.4 Drafting Tips A Checklist; 4.5 Using The Sales And Purchasing Forms; FORMS: Purchase Order Clauses; Sales Invoice Clauses; Mutual Non-Disclosure Agreement; Request For Proposal / Request For Quotation; Master Supply Agreement; Distributor Agreement; Sales Representative Agreement; Services Agreement; Electronic Commerce Agreement; Services Agreement Clause Electronic Contracting Legend CHAPTER 5. COPYRIGHT ASSIGNMENTS 5.1 Why Businesses Must Care About Copyright Assignments; 5.2 What Is A Copyright?; 5.3 Special Considerations; FORMS: Assignment Of Rights; License Agreement CHAPTER 6. LABOR AND EMPLOYMENT ISSUES 6.1 Colorado Personnel Policies; 6.2 Employee Information; 6.3 Employee Records; 6.4 Wages And Overtime; 6.5 Colorado Employment Taxes And Regulatory Issues; 6.6 What Is Not Required; 6.7 Employment Relationship; 6.8 Employment Forms; FORMS: Employment Contract And Information Sheet; Consulting Services/Independent Contractor Agreement; Confidentiality And Non-Compete Agreement; Sample Employee Handbook Table Of Contents; Reference Release; Release Agreement (Employee Under Age 40); Release Agreement (40 Or Over); Exit Checklist CHAPTER 7. OVERVIEW OF MERGERS AND ACQUISITIONS 7.1 Introduction; 7.2 Due Diligence; 7.3 Regulatory Considerations; 7.4 The Definitive Agreement; 7.5 Closing The Deal; 7.6 Client Implementation And Post-Closing Deliveries; FORMS: Non-Disclosure Agreement Unilateral; Non-Disclosure Agreement Reciprocal; Letter Of Intent Asset Purchase; Letter Of Intent Stock Purchase; Acquisition Checklist; Due Diligence Document Request List; Due Diligence Checklist; Asset Purchase Agreement; Stock Purchase Agreement; Agreement And Plan Of Merger; Board Consent; Shareholder Notice; Closing Checklist Purchase Of Stock CHAPTER 8. OVERVIEW OF OPINION LETTERS 8.1 Contents Of An Opinion Letter; 8.2 Due Diligence Generally; 8.3 Types Of Opinions And More Specific Diligence Requirements; 8.4 Attorney Liability For Reliance By A Third Party On A Legal Opinion Letter; FORMS: Stock Purchase Transaction Opinion Letter; Opinion Of Borrower s Counsel; Form Opinion Letter To Lender s Counsel CHAPTER 9. SPONSORSHIP AGREEMENTS: EVENTS, PERSONAL ENDORSEMENTS AND CONTESTS 9.1 What Are Event Sponsorship Agreements?; 9.2 Essential Elements Of Event Sponsorship Agreements; 9.3 Personal Endorsement Agreements And Conduct Concerns; 9.4 Conducting Promotional Prize Giveaways, Contests Or Sweepstakes; FORM: Event Sponsorship Agreement INDEX

5 BUSINESS CONTRACTS - THE FUNDAMENTALS Register by PHONE when using VISA, MC or AmEx In Denver: (303) Toll-Free: (888) Or FAX form to when using VISA, MC or AmEx FAX to: (303) Or MAIL form to CBA-CLE 1900 Grant St, Suite 300 Denver, CO Or Register ONLINE when using VISA, MC or AmEx Go to PROGRAM ORDER FORM STEP 1 - REGISTRATION TYPE: (Select live program, live webcast, or video replay) Live Program: SEPTEMBER 9, In Denver at the CBA-CLE Classroom, 1900 Grant St., Suite 300 (BL090916L) Live Webcast*: SEPTEMBER 9, Must have access to high-speed internet (BL090916W) Video Replay: OCTOBER 13, Please indicate video replay location: Denver: CBA-CLE Classroom, 1900 Grant Street, Suite 300 (BL090916V) Colorado Springs: 421 S. Tejon Street, Suite 100 (BL090916VCS) Grand Junction: 1250 E. Sherwood Drive (BL090916VGJ) * Webcast participants: Must register by September 6 in order to receive the book Business Contracts in print before the start of class. STEP 2 - REGISTRATION CATEGORIES: Non-member: CBA Member: DBA Member: CBA Business Law Section Member: Paralegal/ Legal Support Staff: New Lawyer Edge Partner w/pdf of Book:.FREE CLE Elite Pass Holder w/pdf of Book:...FREE New Lawyer Edge Partner w/printed Book:...50 CLE Elite Pass Holder w/printed Book:...50 PROGRAM ORDER FORM TOTAL HOMESTUDY ORDER FORM To receive full CLE credit, you must purchase a Homestudy program format. Each Homestudy includes a copy of the CBA-CLE book Business Contracts, 2016 Edition. Please note the book will be provided in PDF or in Print based on your product selection. STEP 1 - SELECT DESIRED PRODUCT FORMAT: Video-On-Demand (PDF of Book - BL090916N) MP3 Audio Download (PDF of Book - BL090916J) Print Book and recorded homestudy on CD-Rom (BL090916D) STEP 2 - SELECT PAYMENT CATEGORY: Non-member: CBA Member: New Lawyer Edge Partner: (MP3 and VOD ONLY)..FREE CLE Elite Pass Holder (MP3 and VOD ONLY):..FREE CLE Basic Pass Holder: (MP3 and VOD ONLY)...FREE STEP 3 - BOOK ONLY: Skip this step if you purchased the Business Contracts HOMESTUDY. Print Book (ZBCAGB16B): Non-member: 209 (per book/plus S&H) CBA Member: 189 (per book/plus S&H) PDF ebook (ZBCAGE16E): Non-member: 189 CBA Member: 169 Total No. of copies requested: Price Shipping & Handling Subtotal Applicable Sales Tax (7.62% Denver, 4% RTD and 2.9% rest of Colo.) NOTE: Shipping & handling only applies to orders you receive via mail. Materials will be mailed to you approximately 2 weeks after live program. HOMESTUDY/BOOK TOTAL Name Atty. Reg. # Firm/Organization Address Street Address City State Zip Telephone ( ) Fax ( ) Enclosed is my check made payable to CBA-CLE VISA MasterCard AmEx Credit Card # Exp. Date Signature (Required for credit card orders) CLE Use Only: Check #: Approval #:

6 BUSINESS CONTRACTS THE FUNDAMENTALS LIVE PROGRAM & LIVE WEBCAST: SEPTEMBER 9, 2016 Live at the CBA-CLE Classroom, 1900 Grant Street, Suite 300, Denver, CO VIDEO REPLAYS: OCTOBER 13, 2016 Denver, Colorado Springs, and Grand Junction CLE CREDITS: Submitted for 6 General CLE Credits REGISTER FOR THIS PROGRAM ONLINE! Go to Grant Street, Suite 300, Denver, Colorado Nonprofit Org. U.S. Postage Paid Permit No Denver, CO