2015 Alabama Business Law Conference - Materials Only
Held in Birmingham, Friday, October 2, 2015
Order your materials today from this information-packed conference for Alabama attorneys!
The Alabama Business Law Conference packed one day with Circuit Court Judge Robert Vance and leading authorities, who delivered critical law practice guidance on the hottest topics and some of the most complex issues you’ll face as a business law practitioner.
- Overview of the changes in the LLC Act, which took effect January 1, 2015, including Series LLCs and the addition of “bad faith” actions
- Features of Alabama’s “Right of Publicity” statute that was signed into law on May 11, 2015
- Revision of Alabama’s restrictive covenants law, which will take effect on January 1, 2016
- Advising your clients in choosing the proper form of business entity and periodically reviewing whether the clients’ current business entity is optimal
- Corporate reorganization – including federal and Alabama income tax treatment of reorganizations
- Other critical issues in business law today, including non-compete provisions, confidentiality agreements, piercing the corporate veil, attorney-client privilege, and securities issues
- A discussion of what cases are appearing multiple times on the business docket and what common mistakes attorneys are making
- Ethics in business acquisitions, including joint representation, conflicts of interest, and what is legal work and what is non-legal work
- Ross Cohen, Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
- Bruce Ely, Bradley Arant Boult Cummings, LLP
- Adam K. Israel, Balch & Bingham, LLP
- Loren Lancaster, Balch & Bingham, LLP
- Henry S. Long, III, Butler Snow LLP
- Andy Robison, Bradley Arant Boult Cummings, LLP
- Will Hill Tankersley, Balch & Bingham, LLP
- Judge Robert Vance, Jefferson County civil circuit court
- Tripp Watson, The Watson Firm
What made this seminar unique?
- The new LLC Act. Tripp Watson highlighted the changes to the LLC Act ushered in January 1, 2015.
- Selecting the right business entity. Bruce Ely explained how to assist clients in choosing the proper form of business. He suggested helpful, in-depth resources, including checklists.
- Right of Publicity Act. Loren Lancaster and Will Hill Tankersley outlined the unique features of the Alabama Right of Publicity (ROP) Act. They also included an overview of how the Alabama ROP Act fits into the landscape of the 19 other state ROP Acts.
- Restrictive covenants. Adam Israel and Will Hill Tankersley explained the key revisions to Alabama’s restrictive covenant laws.
- Corporate reorganization. Ross Cohen reviewed forms of alternative acquisitive reorganizations, discussed divisive reorganizations, and covered the applicability to “S” Corporations and other pass-through entities.
- Critical issues in business law today. Andy Robison discussed such issues as non-compete provisions, piercing the corporate veil, confidentiality agreements, and securities issues.
- Judicial perspective. Judge Robert Vance gave tips on how to avoid court altogether and revealed what common mistakes attorneys are making.
- Ethics. Henry S. Long, III, looked at ethics in business acquisitions, including the attorney-client relationship, joint representation, and conflicts of interest.
Your Outstanding Faculty
Ross Cohen, with Baker, Donelson, Bearman, Caldwell & Berkowitz, PC in Birmingham, represents clients in the areas of taxation and tax planning, wealth-transfer planning, estate planning, asset protection planning, business organizations, corporate law, and mergers and acquisitions. He represents individual clients in personal and family tax and estate planning (including prenuptial agreements, trusts, and the like), business succession, the establishment of private foundations and family investment vehicles, and similar matters. Mr. Cohen has been listed in Best Lawyers in America® in the areas of Tax Law, Trusts and Estates, and Closely Held Companies and Family Businesses Law since 2005. He is a frequent speaker and prolific writer, having authored a number of articles and technical publications. A certified public accountant since 1980, Mr. Cohen practiced for several years with Coopers & Lybrand (now known as PricewaterhouseCoopers).
Bruce Ely, a Partner with Bradley Arant Boult Cummings, LLP has over 33 years of experience that have allowed him to handle projects as diverse as serving on the recruiting teams that successfully induced both Mercedes-Benz and Hyundai to locate their first U.S. manufacturing plants in Alabama, while representing taxpayers before the Internal Revenue Service, the Alabama Department of Revenue, and local taxing authorities. His practice focuses on three concentric areas: representing taxpayers before federal, state and local administrative and judicial forums; advising companies on choosing the proper form of entity through which to conduct business in the Southeast and potential tax incentives; and advising companies and various trade and professional organizations regarding state and local tax legislative matters. He also devotes a substantial amount of time to teaching and writing on SALT-related topics.
Adam K. Israel is a member of the Financial Services Litigation Practice Group and the Appellate Litigation Practice Group at Balch & Bingham LLP in Birmingham where he has practiced since 2010. He practices in the areas of financial services litigation, general commercial litigation, and appellate litigation in both federal and state court. He received his law degree, magna cum laude, from the University of Alabama School of Law and his B.A., magna cum laude, from Birmingham-Southern College, where he was elected to Phi Beta Kappa. Prior to joining Balch & Bingham, Mr. Israel clerked for the Honorable William M. Acker, Jr., Senior United States District Judge for the Northern District of Alabama. Mr. Israel recently served on the Alabama Law Institute’s committee to revise Ala. Code § 8-1-1, Alabama’s statute on contracts in restraint of trade. The revision act was signed into law by Governor Robert Bentley on June 11, 2015. Mr. Israel can be reached at firstname.lastname@example.org.
Loren M. Lancaster is an associate in Balch & Bingham, LLP’s Litigation section in Birmingham. In addition to handling general litigation and employment matters, Ms. Lancaster handles various matters before the Trademark Trial and Appeal Board, litigates cases involving trademark infringement, and advises clients on rights of publicity. She recently served on the Alabama Law Institute’s drafting committee for Alabama’s first Right of Publicity statute, which was signed into law by Governor Robert Bentley on May 18, 2015.
Henry S. Long, III, is an attorney in the Business Services Group with the law firm of Butler Snow LLP in Birmingham. His areas of practice include mergers and acquisitions, corporate law, taxation law, venture capital and private equity transactions, business and commercial transactions, corporate governance, and securities law. Mr. Long is a member of the American Bar Association, the Alabama State Bar (where he was a member of Class 11 of the State Bar Leadership Forum), the Birmingham Bar Association (where he sits on the Executive Committee of the Business Law Section) and the Birmingham Alternative Investment Group. Additionally, he is a Past President of the Rotaract Club of Birmingham, the world’s largest community-based Rotaract Club. Mr. Long received his B.S. in Commerce from the University of Virginia’s McIntire School of Commerce, his J.D., cum laude, from the University of Alabama, and his LL.M. in Taxation from New York University.
Andy Robison, a Partner with Bradley Arant Boult Cummings, LLP in Birmingham, is chair of the firm's Corporate & Securities Practice Group and co-chair of the Family-Owned Business Team. He sits on the firm’s Recruiting Committee and is a former member of the Business Review Committee. Mr. Robison advises primarily privately-held companies and private equity funds and their operating companies in formation, merger and acquisition and corporate finance transactions. He also represents publicly-traded clients in these matters, as well as in securities offerings, divestitures, joint ventures, proxy contests and general corporate and securities law issues. His clients engage in a wide range of business and industries, including manufacturing and distribution, professional services, retail, real estate development, banking and financial services, construction materials, steel, insurance, transportation and health care and health care information technology.
Will Hill Tankersley, a Partner in Balch & Bingham’s Birmingham office, is a 1986 admittee to the Bar. He holds a J.D. from the University of Alabama School of Law and an L.L.M. in Trade Regulation (Intellectual Property and Antitrust) from New York University Law School. In addition to his leadership of the Alabama Law Institute drafting committees for Alabama’s Right of Publicity and Restrictive Covenant (8-1-1) Revision Act, he has been on the 11th Circuit pattern jury instruction drafting committees for copyright and trademark cases. He founded and was the first Chairman of the Alabama State Bar Section on Intellectual Property. In a nearly 30-year career, he has represented clients as varied as the Andy Warhol Foundation, Auburn University and the Southern Company. After college and before law school, he was a soldier. He can be reached at WHT@Balch.com.
Judge Robert Vance has served as a civil circuit judge for Jefferson County since October of 2002. Prior to becoming a judge, Judge Vance practiced law with the Birmingham firm of Johnston, Barton, Proctor, & Powell, L.L.P. and clerked for Judge Tom McGee on the U.S. Court of Appeals for the Fifth Circuit. Judge Vance is a graduate of Princeton University (1982) and the University of Virginia School of Law (1985).
Tripp Watson is the founder of The Watson Firm. He is an “Entrepreneur Attorney,” which means that he is an advocate and counselor to risk-takers. He is one of the only individuals in the county who offers business consulting and legal advice specifically tailored to entrepreneurs of all sizes. From a family of entrepreneurs, Mr. Watson went to law and business schools with the explicit purpose of opening a firm dedicated to advising aspiring and existing entrepreneurs with high-growth businesses. Unlike many attorneys who only advise on business law matters, he is also a business owner who personally knows the stresses and demands of running a small business and who can advise on both the legal and management issues entrepreneurs face. Because of his legal and business training and years of experience, Mr. Watson provides his clients unique insights into the problems that keep entrepreneurs up at night.
8:30 A.M. to 9:30 A.M.
“Critical Issues in Business Law Today”
Bradley Arant Boult Cummings, LLP
- Non-compete provisions
- Confidentiality agreements
- Piercing the corporate veil
- Attorney-client privilege
- Securities issues
9:30 A.M. to 10:30 A.M.
“Alternative Structures for Corporate Mergers and Acquisitions – The Basics”
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
- Forms of alternative acquisitive reorganizations
- Divisive reorganizations
- Federal and Alabama income tax treatment of reorganizations
- Applicability to ‘S’ Corporations and other pass-through entities
10:30 A.M. to 10:45 A.M.: MORNING BREAK
10:45 A.M. to 11:45 A.M.
“Business Entity Selection”
Bradley Arant Boult Cummings, LLP
Assisting your clients in choosing the proper form of business entity, and in periodically reviewing whether their current business entity is optimal, is a multi-faceted task, involving both tax and non-tax questions. Mr. Ely, who recently co-authored a book on the subject (published by Thomson/West), will provide a brief overview of the tax and non-tax considerations. He will also suggest some helpful, in-depth resources, including checklists. Mr. Ely co-authored the original Alabama LLC and LLP Acts as well as the Alabama S Corporation Act and related provisions in the Alabama tax code. He is the former chair of an ABA Tax Section committee on the state taxation of pass-through entities and regularly speaks and publishes articles on the topic.
11:45 A.M. to 1:00 P.M. (LUNCH ON YOUR OWN)
1:00 P.M. to 1:30 P.M.
“Right of Publicity”
Loren Lancaster and Will Hill Tankersley
Balch & Bingham, LLP
- In the 2015 Legislative Session, Alabama passed its first ever “Right of Publicity” law (ability to prevent certain unauthorized exploitation of a name, image, or likeness). This statute was signed into law on May 11, 2015 (ROP Act).
- The Alabama ROP Act has many unique features:
- A descendible right that lasts 55 years after death;
- Claims that reach unauthorized “non-profit” use;
- Specific Free Speech protections;
- A unique “fair use” defense that gives broad public interest protections to sporting event broadcasting;
- A unique “first sale” defense;
- A statute of limitations with additional time allowed if the wrongful act is not discovered by the claimant within the regular two-year statute of limitations; and
- Statutory damages that can be chosen in lieu of monetary damages.
- This presentation will also include an overview of how the Alabama ROP Act fits into the landscape of the 19 other state ROP Acts.
- Any practitioner who advises clients on marketing materials or content including the name, image or likeness of Alabamians (living or dead) needs to understand the new rules of the road.
1:30 P.M. to 2:00 P.M.
Adam Israel and Will Hill Tankersley
Balch & Bingham, LLP
- In the 2015 Legislative Session, Alabama passed the first revision of its restrictive covenants law in nearly 100 years. It was signed into law on June 11, 2015, and will take effect on January 1, 2016. (8-1-1 Revision Act). Restrictive Covenants are restrictions that exist after an active business relationship has concluded, like non-competes, non-solicitations and no-hires.
- Alabama’s 8-1-1 Revision Act clears up many issues that, up until the 8-1-1 Revision Act, have been a hopeless hodge-podge of conflicting interpretations of a vague statute.
- The 8-1-1 Revision Act, among other things,
- Brings modern commercial arrangements into the Act;
- Sets forth best practices in terms of contract formation;
- Establishes presumptive temporal limitations;
- Restores “protectable interests” as the cornerstone of any enforceable covenant
- An understanding of the 8-1-1 Revision Act is essential to any practitioner who provides advice on employment contracts, sales of business, or contractor agreements.
2:00 P.M. to 3:00 P.M.
“Tips from the Judge”
Judge Robert Vance
Jefferson County civil circuit court
In this presentation, Judge Vance will tell you what kinds of cases are appearing multiple times on the business docket. He will give you tips on how to avoid court altogether, and tell you what common mistakes attorneys are making.
3:00 P.M. TO 3:15 P.M.: AFTERNOON BREAK
3:15 P.M. to 4:15 P.M.
“The New LLC Act”
The Watson Firm
- Major changes
- Series LLCs
- Operating agreements now takes precedence, then law
- Fiduciary duties to LLC can now be eliminated
- Addition of “bad faith” actions
- Other changes
- Operating agreement can now be “oral” or “implied”
- Liability for breach of contract may be eliminated
- Penalties against non-performing members
- Option to make confidential certain information from members
- Changes in terminology
- Changes to formation
- Simple statement that there is at least one member
- Identification of Series
- No requirement of business purpose
- Changes in maintenance
- Changes to liability
- Third parties
- To LLC
- Changes to dissolution
- Choice of entity
4:15 P.M. to 5:15 P.M.
“Ethics in Business Acquisitions”
Henry S. Long, III
Butler Snow, LLP
- Attorney-client relationship
- What is legal work and what is non-legal work?
- Joint representation
- Conflicts of interest