3rd Annual Alabama Business Law Conference
Friday, October 27 | Birmingham
Embassy Suites Birmingham – Hoover
Free parking and free wifi!
2960 John Hawkins Pkwy
The 2017 Alabama Business Law Conference features a blue ribbon faculty that includes Supreme Court Justice William Sellers, an attorney from the Office of General Counsel of the Alabama State Bar, and attorneys who are tops in the field. This CLE event delivers 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 Alabama’s LLC Act
- Best practices for drafting covenants under Alabama’s Restrictive Covenant Law
- Elements of a veil-piercing claim and real world examples
- Bankruptcy issues that every in-house counsel and general transaction lawyer needs to master
- Advising your clients on how to respond to a data breach before it happens
- View from the appellate bench—from the Alabama Supreme Court’s newest justice
- Alabama State Bar perspective about legal ethical issues that confront in-house counsel and business transaction lawyers.
What makes this seminar unique?
- An update on the LLC Act. F. Gerald Burnett will update you on Alabama’s LLC Act, including rights and liabilities of managers and members, dissolution and winding up, and series of assets.
- Restrictive covenants. Adam Israel and Will Hill Tankersley will provide a description of best practices for drafting restrictive covenants under Alabama’s Restrictive Covenant Act, the current scope of the Act’s coverage, and case authority developments under the Act.
- Piercing the corporate veil. Charles Ray will review the elements of a veil-piercing claim, give real world examples, and discuss practical considerations for both business owners and lawyers.
- Bankruptcy issues. Ellis Brazeal will provide vital information as to the effects bankruptcy can have on relationships with customers and vendors and on how to structure transactions so as to lessen the impacts of bankruptcy.
- Cyber attacks and data breaches. Jonathan Macklem explains how to advise clients on how to respond to a data breach before it happens. He will also review class action considerations, subrogation claims, and administrative claims in the ever-evolving arena of data breach litigation.
- View from the appellate bench. Justice Will Sellers will provide an appellate perspective about business issues and emerging trends. He will also offer helpful hints in appellate review.
- Ethics. Assistant General Counsel Mark Moody with the Alabama State Bar Center for Professional Responsibility will give the Alabama State Bar perspective about legal ethics issues that confront in-house counsel and business transaction lawyers.
Attorneys will learn:
- The rights and liabilities of managers and members under Alabama’s LLC Act
- Best practices for drafting covenants under Alabama’s Restrictive Covenant Law
- The practical considerations for piercing the corporate veil for business owners and lawyers
- Effects of bankruptcy on relationships with customers and vendors, including clawbacks and other preferences
- How to advise clients to respond to a data breach
- Helpful hints from a Supreme Court justice in appellate review
- Ethical issues that confront in-house counsel and business transaction lawyers
$337 - Regular Price
$257 - Additional attendees from same firm
$147 - Materials only
Registration begins at 8:00 a.m. The conference begins at 8:30 a.m. and concludes at 5:15 p.m.
There will be morning and afternoon breaks and an independent lunch break.
Your Outstanding Faculty
C. Ellis Brazeal, III, is a partner in Jones Walker LLP’s Business & Commercial Litigation Practice Group and practices from the firm's Birmingham office. He has more than 29 years of experience in commercial litigation, including all levels of state, federal, and bankruptcy courts. His areas of experience include the representation of financial institutions, construction and surety litigation, and environmental law. He is listed in Best Lawyers in America® and regularly lectures on bankruptcy and creditors’ rights issues, construction law, and ethics. Mr. Brazeal's representation of financial institutions has involved a specific focus on creditors' rights in bankruptcy. In the construction arena, he has represented owners, contractors, and suppliers, both in negotiating contracts and in litigating and arbitrating disputes. His practice in the environmental field includes litigation; administrative proceedings; providing counsel to owners of real property, as to both greenfield and brownfield sites; and advising operators of businesses. In the past, Mr. Brazeal served as an adjunct professor at the College of Engineering for the University of Alabama at Birmingham, where he taught courses in Engineering Law and Environmental Law.
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 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 StatesDepartment of Justice.
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 Gov. Robert Bentley on June 11, 2015. Mr. Israel can be reached at firstname.lastname@example.org.
Jonathan W. Macklem, a partner with Christian & Small LLP in Birmingham, is an experienced corporate attorney who represents and advises clients on a broad range of legal matters—representing businesses and professionals in litigation in Alabama and across the Southeast. He regularly defends clients in complex contractual and business tort proceedings involving director/officer liability issues, shareholder disagreements, franchise disputes as well as employment-related matters. Mr. Macklem has successfully tried a number of lawsuits to favorable judgment, from jury trials involving intricate business dealings to employment matters—while also playing a vital role in a number of arbitrations involving construction, D&O, and commercial matters. In recent years, an increasing focus of his practice has been in the area of privacy and data breach litigation. Mr. Macklem is currently defending a number of corporations in cyber liability and data breach lawsuits, and he advises clients on compliance and best practices as it relates to data protection. He has been named a Rising Star by Super Lawyers® in the area of business litigation and has been named a Best Attorney in the area of employment litigation. He is a frequent speaker on director/officer, employment, and cyber-liability issues.
Mark Moody is employed as Assistant General Counsel with the Office of General Counsel at the Alabama State Bar (ASB). In addition to providing ethics opinions and prosecuting discipline cases, Mr. Moody also reviews all attorney advertising, is the liaison prosecutor for the Unauthorized Practice of Law Committee, and, as a graduate of Leadership Forum in 2013, also serves on its selection committee as well as several other ASB task forces, committees, and sections. He also regularly presents Ethics CLE presentations throughout the state and region and was a panelist on the prosecution of the Unauthorized Practice of Law at the American Bar Association’s 2015 UPL Conference where his comments were later featured by BNA/Bloomberg. Most recently, Mr. Moody served as a panelist at the 2017 ABA National Legal Malpractice Conference in Boston discussing the potential problems of advising clients engaged in legal marijuana-related businesses. Prior to his employment in the Office of General Counsel, he served as a Staff Attorney for Judge A. Kelli Wise on the Alabama Court of Criminal Appeals from 2002-2008. From 2009 to March 2012, Mr. Moody served as a Staff Attorney for Judge Mary Becker Windom, Presiding Judge of the Alabama Court of Criminal Appeals. He graduated with honors from Auburn University in 1998 and from the University of Alabama School of Law in 2002. He is a member of the Alabama State Bar, the American Bar Association, the Center for Professional Responsibility of the American Bar Association, and the National Organization of Bar Counsel.
Charles A. Ray, IV, with Lanier Ford Shaver & Payne P.C. in Huntsville, litigates commercial disputes in various courts and venues (state court, federal court, and arbitration). His experience with complex litigation (involving multiple parties, venues, or both) has involved large construction projects (private and public), real estate ownership disputes, investment transactions, professional malpractice, corporate dissolution and shareholder disputes, and employment restrictions. His litigation experience also includes cases involving construction defects, mechanics’ liens and surety-bond enforcement, landlord-tenant disputes, insurance coverage disputes, property rights, shareholder disputes, corporate dissolution, breach of contract, breach of fiduciary duties, fraud, trade-secret preservation, and various other statutory and common-law claims. He regularly develops and negotiates commercial construction contracts, landlord-tenant leases, service agreements, and employment contracts.
Justice William B. Sellers was appointed by Gov. Kay Ivey in May 2017 to fill a vacancy on the Supreme Court of Alabama. Justice Sellers received a B.A. from Hillsdale College in 1985, a J.D. from the University of Alabama in 1988, and a LL.M. in Taxation from New York University in 1989. Justice Sellers practiced in Montgomery for 28 years. He maintained a general business practice with emphasis on taxation and business organizations and finance. A major part of Justice Sellers' practice involved tax litigation. Justice Sellers is a member of numerous civic organizations and professional associations. In 2012, he received the President's Award for service to the Alabama Bar Association. In 2013, Gov. Robert Bentley appointed Justice Sellers to the Alabama State Council on the Arts. In August 2014, Justice Sellers was elected Chair of the Fair Ballot Commission. Since 2014, he has served as the community liaison with the International Officers School at Maxwell Air Force Base. He is past President of the Rotary Club of Montgomery, past Chair of the Montgomery Area Business Committee for the Arts, Chair of the River Region United Way Campaign in 2008, and past Chair of the YMCA of Greater Montgomery. Justice Sellers was a member of the Electoral College in 2004, 2008, 2012 and 2016. He is admitted to practice before the Supreme Court of Alabama, the District of Columbia Court of Appeals, the United States Supreme Court, the United States District Courts for the Middle and Northern Districts of Alabama, the United States Court of Appeals for the Eleventh Circuit, and the United States Tax Court. He is a member of the American Bar Association, the Alabama State Bar, the Montgomery County Bar Association, and the District of Columbia Bar.
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 a LL.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 Circuit pattern jury instruction drafting committees for copyright and trademark cases. He founded and was the first Chair 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.
Cyber Attacks and Data Breaches
8:30 A.M. TO 9:30 A.M.
Jonathan W. Macklem
Christian & Small LLP
- The question is not if, but when. How to proactively advise clients on responding to a data breach before it happens.
- Being a "breach coach" to your client. The first 24-48 hours after a breach is discovered are critical
- Attorney-client privilege considerations
- Payment Card Industry (PCI) Data Security Standard issues
- The ever-evolving arena of data breach litigation
- Judicial disagreement on the issues of Article III standing—who is the victim here?
- Class action considerations
- Rise in subrogation claims
- Administrative claims
Piercing the Corporate Veil
9:30 A.M. TO 10:30 A.M.
Charles A. Ray, IV
Lanier Ford Shaver & Payne P.C.
- The benefits of entity formation
- General maintenance requirements of an entity
- Elements of a veil-piercing claim and real-world examples
- Practical considerations for both owners and lawyers
10:30 A.M. TO 10:45 A.M.
View from the Appellate Bench
10:45 A.M. TO 11:45 A.M.
Justice William B. Sellers
Alabama Supreme Court
After nearly 30 years as a practitioner with a practice that included, among other things, taxation, business organizations, and finance, Alabama Supreme Court Associate Justice Sellers will provide an appellate perspective about business issues, emerging trends, and helpful hints in appellate review.
LUNCH ON YOUR OWN
11:45 A.M. TO 1:00 P.M.
Ethics: View from the Alabama State Bar
1:00 P.M. to 2:00 P.M.
Assistant General Counsel Mark Moody
Alabama State Bar Center for Professional Responsibility
Mr. Moody will give the Alabama State Bar perspective about legal ethics issues that confront in-house counsel and business transaction lawyers.
Drafting LLC Agreements under Alabama’s LLC Law
2:00 P.M. TO 3:00 P.M.
F. Gerald Burnett
Cabaniss, Johnston, Gardner, Dumas & O’Neal LLP
- Overview of LLC Agreement under Act
- 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
- Tax provisions to include in LLC agreement
- 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
3:00 P.M. TO 3:15 P.M.
Update on Alabama’s Restrictive Covenant Law
3:15 P.M. TO 4:15 P.M.
Will Hill Tankersley and Adam Israel
Balch & Bingham LLP
Mr. Tankersley and Mr. Israel, both of whom served on the 2015 Alabama Restrictive Covenant (Non-Compete) Act drafting committee, will provide a description of best practices for drafting covenants under the Act, the current scope of the Act’s coverage, and case authority developments under the Act.
Top Five Bankruptcy Issues that Every In-House Counsel and General Transaction Lawyer Needs to Master
4:15 P.M. TO 5:15 P.M.
Jones Walker LLP
Among other things, Mr. Brazeal will be providing vital information as to the effects bankruptcy can have on relationships with customers and vendors (including clawbacks and other preferences) as well as how to structure transactions so as to lessen the impacts of bankruptcy.
Here’s what your colleagues said about last year’s Alabama Business Law Conference:
“Very good seminar. Timely business topics. Very qualified speakers.”
“Great CLE. Speakers were fantastic and knowledgeable.”
“Several topics were very timely.”
“Great schedule and great information.”
“Good subject matter.”