Alabama Law Weekly presents
2016 Alabama Business Law Conference
Held at the Birmingham Marriott, Friday, October 28, 2016
Order your materials today from this information-packed event!
The Alabama Business Law Conference features Circuit Court Judge Patrick J. Ballard and leading authorities delivering critical law practice guidance on the hottest topics and some of the most complex issues you’ll face as a business law practitioner.
- Drafting LLC agreements under the new LLC Act
- Restrictive covenants in employment and sale of business contracts in light of the recent revision of Alabama’s restrictive covenants law
- New federal Defend Trade Secrets Act – the basics of a civil action and damages
- Preliminary business contract negotiations – tips and strategy
- Advising your clients in choosing the proper form of business entity – pros and cons of various options
- Dos and don’ts when trying a business case – from a judicial perspective
- Ethical considerations when representing multiple parties and the business deals, particularly LLC formations, go wrong
10 reasons to order the materials from this conference:
- Judicial perspective. Insight from Judge Pat Ballard, a circuit judge in Jefferson County
- Quality presenters. Presentations from leading attorneys in the field of business law.
- Timely information. You’ll learn about the new federal Defend Trade Secrets Act as well as the recent revisions to the Alabama LLC Act and the state’s restrictive covenants law.
- Selecting a business entity. You’ll get the very latest information on what you need to know about business entity selection.
- Drafting tips. You’ll get tips in drafting LLC company agreements under Alabama’s recently revised LLC Act.
- Business contracts. You’ll learn how to avoid mistakes in business contracts.
- Sale of business. You’ll gain a better understanding of the Restrictive Covenant Revision Act so that you can confidently advise clients on employment contracts, sales of businesses, or contractor agreements.
- Judge Patrick (Pat) Ballard, Jefferson County circuit court
- F. Gerald Burnett, Cabaniss, Johnston, Gardner, Dumas & O’Neal LLP
- Marcus Chatterton, Balch & Bingham LLP
- John W. Gray, II, Gray Jenkins LLC
- Adam K. Israel, Balch & Bingham LLP
- Greer Mallette, Christian & Small LLP
- Tamika Miller, Miller Smith, LLC
- Will Hill Tankersley, Balch & Bingham LLP
Your Outstanding Faculty
Judge Patrick J. Ballard is one of the Circuit Judges for the Civil Division of Jefferson County Circuit Court. Before going to the bench in January of 2015, Judge Ballard was the owner of Ballard Law Office, with over 18 years of practice focused on general civil litigation. He has a B.S. from Texas A&M University and a J.D. from Cumberland School of Law at Samford University. He was a member of Alabama State Bar, the Birmingham Bar Association, and the Alabama Association for Justice. He was admitted to practice in all Alabama State Courts, all Alabama Federal Courts, the Eleventh Circuit Court of Appeals and the United States Supreme Court. Prior to his legal career, Judge Ballard was very active in Birmingham civic affairs. He is the past-president of the Central City Neighborhood Association; co-chair of the Community Affairs Committee of REV Birmingham (f/k/a Operation New Birmingham); a member of the Steering Committee of Birmingham Community Policing & Revitalization ("CPR"); and a member of the Downtown Business Association.
F. Gerald Burnett, with Cabaniss, Johnston, Gardner, Dumas & O’Neal LLP in Birmingham, practices in the areas of tax law and disputes, commercial real estate and transactions, and timber. He has had substantial experience in the tax and entity structuring of LLCs and partnerships used primarily in real estate transactions, as well as other commercial transactions that include corporations. His work in the tax area has also included jury and non-jury trials in eight states. Mr. Burnett is the co-author of the treatise Litigation of Federal Tax Controversies, originally published by Shepard’s/McGraw Hill (1st edition). He is the author of the Tax Management Portfolio entitled "Timber Transactions" (1st edition) and has served as a Special Tax Advisor for Tax Management, Inc. He is listed in the Best Lawyers in America® for Corporate and Tax Law. Before entering private practice, Mr. Burnett was a trial attorney in the Tax Division of the United States Department of Justice.
Marcus Chatterton is in the Litigation Section of Balch & Bingham’s Birmingham Office. He is active in both the Business Litigation Practice Group and the Products Liability and Casualty Litigation Practice Group. His practice focuses on intellectual property disputes and cases involving damage to and ownership of real property. He has been actively involved in defending several large corporations against lawsuits alleging property damage related to underground coal mining activities. In addition to his intellectual property and real property practice, he also represents businesses of all sizes in product liability, personal injury, breach of contract, and economic loss claims, as well as construction disputes.
John W. Gray, II, is a founding partner in the Birmingham/Atlanta law firm of Gray Jenkins LLC. His practice areas are focused around the legal needs of entrepreneurs, business law, and business litigation. Mr. Gray is a frequent speaker on the topics of start-up concerns, formation issues, liability concerns, and church and law. Born in Birmingham, Mr. Gray was raised in central Alabama spending his childhood among Jefferson, Calhoun and St. Clair Counties. He received his BA from Auburn University, with magna cum laude and Beta Gamma Sigma honors, in 2004. He received his JD from the Cumberland School of Law at Samford University in 2007, and participated in the Joint Degree Program, obtaining his Masters of Business Administration from Samford University’s Brock School of Business. He is a husband and father of three children. His family attends and serves in various capacities at Mountain Chapel United Methodist Church, including leading a Sunday School class and an apologetics based small group. He is a member of the Alabama State Bar and the Alabama State Bar Young Lawyers Association.
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.
Greer Mallette, with Christian & Small LLP in Birmingham, understands that part of zealous representation is looking beyond the dispute at hand and focusing on the client’s broader business needs and goals. Some of the most valuable counsel he provides to Christian & Small clients is helping them pick and choose battles that are worth fighting in the context of their business goals. Mr. Mallette litigates disputes among business owners, including claims of shareholder oppression, squeeze-out, and breach of fiduciary duties. He also works with banks, title companies and other property owners to resolve real estate problems, such as title and boundary disputes. He frequently lectures on property litigation matters. He continues to apply his undergraduate degree in natural resources and experience he gained before entering law school as Environmental and Safety Compliance Manager at Browning Ferris Industries, where he spent three years handling environmental tort and trespass claims.
Tamika Miller, with Miller Smith, LLC, in Montgomery, specializes in personal injury and business counsel. She assists small business with their legal business affairs, which include their entity formation to legal representation in their business matters. After law school she began her legal career as a judicial clerk to the Honorable Charles Price, Presiding Circuit Court Judge for the 15th Judicial Circuit. She was recognized by The National Black Lawyers as a Top 40 under 40 attorney.
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 11th 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.
Preliminary Business Contract Negotiations, Tips, and Tricks
8:30 A.M. TO 9:30 A.M.
Miller Smith, LLC
- State, federal and UCC contract law update
- Choice of forum and law
- Time of performance
- Fundamental principles of business contracts
- E-contracting and e-signatures
- Pre-contract negotiation strategies
- Multi-party negotiation considerations
- Ensuring ALL parties are identified
- Top 5 tips to avoid mistakes in business contracts
Drafting LLC Agreements under Alabama’s New LLC Law
9:30 A.M. TO 10:30 A.M.
F. Gerald Burnett
Cabaniss, Johnston, Gardner, Dumas & O’Neal LLP \
- Management structures
- Rights and liabilities of managers and members
- Liability of members under Act
- Treatment of duties of member owed to LLC
- Implied contractual covenant of good faith and fair dealing
- Capital contributions and accounts
- Allocation of profits and losses
- Distributions to members
- Transfers of LLC interests
- Books, records and access to information
- Dissolution and winding up
- Effect of dissolution
- Winding up activities and affairs of LLC
- Claims against dissolved LLC
- Distribution of assets in winding up LLC
- Series of assets
- Enforceability of obligations and expenses of series against assets
- Name in which assets of series held
- Dissociation as member of series
- Other provisions for series
10:30 A.M. TO 10:45 A.M.
Tips from a Trial Judge
10:45 A.M. TO 11:45 A.M.
Judge Pat Ballard
Jefferson County circuit court
Judge Ballard will discuss what an attorney should and should not to do when trying a business case from a trial judge’s perspective.
INDEPENDENT LUNCH BREAK
11:45 A.M. TO 1:00 P.M.
Restrictive Covenants in Employment and Sale of Business Contracts
1:00 P.M. to 2:00 P.M.
Adam K. Israel & Will Hill Tankersley
Balch & Bingham LLC
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 took effect on January 1, 2016 (Restrictive Covenant 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 Restrictive Covenant Revision Act clears up many issues that, up until the Act’s passage, had been a hopeless hodge-podge of conflicting interpretations of a vague statute.
The Restrictive Covenant Revision Act, among other things,
o Brings modern commercial arrangements into the Act;
o Sets forth best practices in terms of contract formation;
o Establishes presumptive temporal limitations; and
o Restores "protectable interests" as the cornerstone of any enforceable covenant.
An understanding of the Restrictive Covenant Revision Act is essential to any practitioner who provides advice on employment contracts, sales of businesses, or contractor agreements.
Federal Defend Trade Secrets Act
2:00 P.M. TO 3:00 P.M.
Balch & Bingham LLP
- The basics for a civil action under the new federal Defend Trade Secrets Act (DTSA)
- The connections between the DTSA and restrictive covenants
- Language Alabama businesses will need to include to have access to some of the rights under the DTSA
- Damages under the DTSA
3:00 P.M. TO 3:15 P.M.
Business Entity Selection
3:15 P.M. TO 4:15 P.M.
John W. Gray, II
Gray Jenkins LLC
- Evaluating the options
- LLC pros and cons
- S-Corp pros and cons
- C-Corp pros and cons
- Partnership pros and cons
- Tax implications of entity selected
- Converting from one entity to another
Ethical Issues When Representing Multiple Parties
4:15 P.M. TO 5:15 P.M.
Christian & Small LLP
Mr. Mallette will discuss the representation of multiple parties when business deals, particularly LLC formations, go wrong.