Alabama Business Law Conference - Materials Only
Held in Hoover on Friday, October 26, 2018
Order your materials from this information-packed event!
The Alabama Business Law Conference packs one day with 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. Law attorneys from across the state will provide the latest updates and information regarding LLCs in Alabama, piercing the corporate veil, indemnification provisions and much more. Attendees will also obtain one hour of ethics credit while learning about ethical negotiation techniques.
When you attend this powerful event, you will uncover the latest on:
- Drafting LLC agreements under Alabama’s LLC Act
- Applicable laws for indemnification provisions to help you put theory into practice
- Elements of a veil-piercing claim and real world examples
- Ethical negotiation techniques to help you figure out how to ethically obtain good deals for your client
- Negotiation of representations and warranties overviewing case law and court interpretations
- Handling LLC interests when you are issuing, dividing or transferring member interest
- The single member LLC mistakes to avoid
You will receive face-to-face guidance by expert faculty:
John Aaron, Aaron Law Firm, Alabaster
F. Gerald Burnett, Cabaniss, Johnston, Gardner, Dumas & O’Neal LLP, Birmingham
Herbert “Chip” Browder, Browder & Welborn, LLC, Tuscaloosa
Richard Corrigan, The Corrigan Law Firm, PC, Mobile
Alan W. Garner, Law Offices of Alan W. Garner, Hoover
Tamika Miller, Miller Smith, LLC, Montgomery
Charles A. Ray, IV, Charles Ray, P.C., Huntsville
Stephen A. Walsh, Adams and Reese LLP, Birmingham
David B. Welborn, Browder & Welborn, LLC, Tuscaloosa
Here's what makes this event superior:
- 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.
- 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.
- LLCs in Alabama. Richard Corrigan will cover the sale of LLC interests. While this is a common transaction, the tax consequences can be complex. This session will cover frequent mistakes, statutory defaults, and restrictions on transfers in a LLC agreement.
- Indemnification Provisions. Stephen Walsh will cover key elements of indemnification agreements including scope, exclusions, and cost allocation.
- Ethical Negotiation Techniques. Tamika Miller will cover negotiation techniques that will emphasize strategic, effective, and ethical negotiation.
- Representations and Warranties. John Aaron will equip you with the information you need to effectively negotiate representation and warranties. Mr. Aaron will cover case law and current court interpretations.
- LLC Member Interests. Richard Corrigan will cover the issuance, division and transferal of LLC Member interests. He will cover death and retirement of a member as well as gift ownership interests.
- LLC Mistakes to Avoid. Alan Garner will cover the top mistakes when dealing with a single member LLC and what you can to do avoid making one!
Your Distinguished Faculty
John M. Aaron is an attorney with Aaron Law Firm, where he concentrates his practice in the areas of criminal defense, small business representation and employment law. Mr. Aaron is admitted to practice in Alabama, and before the U.S. District Court for the Northern and Middle districts of Alabama, and the U.S. Tax Court. He has argued cases before Alabama Appeals courts and the U.S. Court of Appeals for the Eleventh Circuit. He earned his B.S. degree from Pensacola Christian College and his J.D. degree from Birmingham School of Law.
Herbert E. “Chip” Browder, was born in Montgomery, Alabama, on September 11, 1953; Chip was admitted to practice law in the State of Alabama in 1991; and is also admitted before the U.S. Tax Court, U.S. Court of Federal Claims and the U.S. Court of Appeals for the Eleventh Circuit in Atlanta. Education: University of Alabama (B.S. in Accounting, magna cum laude, 1975; M.A. in Accounting, 1977; J.D., 1991); New York University (L.L.M. in Taxation, 1992). Estate Planning Faculty Member, Alabama Bar Institute and University of Alabama School of Law, Bridge the Gap Seminars (1998 – 2007), Estate Planning Seminars, and Probate Seminars (2008-2013); Outstanding Third Year Editorial Board Member Award, 1990-1991; Senior Lead Articles Editor, Alabama Law Review, 1990-1991. Law School Recipient of: Richard S. Manley Local Government Law Award; American Bar Association Section Urban, State and Local Government Law Certificate of Recognition; University of Alabama Federal Tax Clinic Award; Prentice-Hall Federal Tax Award. Chip is a member of the Tuscaloosa County, Alabama, and American Bar Associations (Sections on: Closely-Held Businesses; Probate and Real Property; Taxation; and, Trusts).
Chip has been an annual lecturer for the past number of years on Estates and Trusts at the University of Alabama Law School’s Annual “Bridge the Gap” and “Will Drafting” Seminars for young lawyers in the state, and he is a frequent seminar speaker.
Chip also has an extensive business management background, having managed his family’s hardwood veneer business and timber investments for over ten years, from 1977 through 1987, before returning to law school.
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. He is listed in Best Lawyers in America® for Corporate and Tax Law.
Richard Corrigan is the sole shareholder of The Corrigan Law Firm PC, in Mobile, where he practices in the areas of entity formation and business and commercial litigation. He earned his B.A. degree from the University of Virginia and his J.D. degree from the University of Alabama School of Law. Mr. Corrigan also has an MBA from Spring Hill College. Mr. Corrigan is a member of the Mobile and American bar associations, and the Alabama State Bar, as well as the Mobile Area Chamber of Commerce.
Alan W. Garner is a sole practitioner in Hoover, Alabama, who practices in the area of business law, helping business owners achieve success. His practice includes assisting with review of contracts and vendor relationships; business formation; commercial leases and tenant issues; franchising and licensing agreements; and non-competition/non-solicitation agreements. Mr. Garner also has experience with wills, trusts and estate representation and powers of attorney. He has trained revenue officers on how to conduct legal research and has lectured in the past on adoption issues and same sex estate planning. Mr. Garner earned his B.S. degree from the University of Alabama, and his J.D. degree from the Birmingham School of Law. He is active in the Birmingham Bar Association, particularly the Volunteer Lawyers Program, and is a member of the Alabama Bar Association. Mr. Garner is licensed throughout the state of Alabama and is admitted to the 11th U.S. Circuit Court of the Northern District of Alabama.
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.
Charles A. Ray, IV, with Charles Ray, P.C. in Huntsville, litigates commercial disputes in various courts and venues. His experience with complex litigation 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.
Stephen A. Walsh is a partner with the firm of Adams and Reese LLP, in their Birmingham, Alabama office and a member of the special business services practice group. He is admitted to practice in Alabama, Texas, and Illinois and advises and represents companies, officers, and directors in business and litigation matters, including contract disputes, business litigation, shareholder disputes, employment litigation, and consumer finance and real estate litigation. In addition to his litigation practice, Mr. Walsh also has extensive experience negotiating contracts, including master product and service agreements, software license agreements, non-disclosure agreements, statements of work, and professional services agreements on behalf of financial services institutions, payment associations, manufacturers, engineering firms, construction companies, and staffing companies. Mr. Walsh graduated with his B.S. degree from the University of Alabama at Birmingham, where he majored in Mathematics, and he earned his J.D. degree magna cum laude from the University of Alabama School of Law. He serves on the Board of Editors for Alabama Lawyer and is recognized in Best Lawyers in America and also in Alabama Super Lawyers.
David B. Welborn, is originally from Alexander City, Alabama; David was admitted to practice law in the State of Georgia in 2009, the State of Alabama in 2010, and is also admitted to practice before the U.S. Tax Court and U.S. District Court for the Northern District of Alabama. Education: University of Alabama (B.S. in Finance, concentration in Real Estate, minor in Economics, 2004; M.B.A., 2008; J.D., 2008).
In law school, David drafted the “best paper” for the Business Planning final exam, was selected to the Trial Advocacy Team competition class, was a winner of the Dean’s Community Service Award, and was a member of the Phi Delta Phi legal fraternity.
David practiced with a large law firm in Atlanta, Georgia, before he and his wife returned to Alabama. David is a member of the Alabama State Bar and the State Bar of Georgia. He is a Lead Counsel Rated Attorney in Estate Planning Law. David has appeared on the television show, “Law Call,” and is a frequent seminar speaker on matters in the areas of estate, asset protection, business and tax planning. In 2017, David was selected as a Super Lawyers “Rising Star” in Estate Planning & Probate.
David has served on the Board of Directors for United Cerebral Palsy of West Alabama, is on the Executive Committee of the Tuscaloosa County Alumni Chapter for the University of Alabama, and is a member of several other social and civic organizations.
Friday, October 26, 2018
8:00 A.M. TO 9:00 A.M.
Top Single Member LLC Mistakes to Avoid
Alan W. Garner
- Law Offices of Alan W. Garner
- Not clearly specifying capital call
- Failure to property outline the duties, rights & responsibilities of members
- Failure to maintain a written operating agreement
- Failure to fully set out dissociation events
- Failure to cite mandatory reimbursement requirements
- Failure to clearly reference indemnification of members
- Creation of classes; voting rights (repealed effective January 1, 2017)
- Failure to include clear distribution and allocation clauses
9:00 A.M. TO 10:00 A.M.
Drafting LLC Agreements under Alabama’s LLC Law
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
10:00 A.M. TO 10:15 A.M.
10:15 A.M. TO 11:15 A.M.
Piercing the Corporate Veil
Charles A. Ray, IV
Charles Ray, 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
11:15 A.M. TO 12:15 P.M.
LUNCH ON YOUR OWN
12:15 P.M. to 1:15 P.M.
Taxation of LLCs – Top Attorney Mistakes
Herbert “Chip” Browder
David B. Welborn
Browder & Welborn, LLC
- LLC taxed as partnership? Sub S Corp? C Corp?
- LLC or S CORP: tax and non-tax errors to avoid
- Single member LLCs taxed as disregarded entity
- Pass through treatment and formation issues
- Changing LLC tax status and conversion/reorganization tax mistakes
- Transfer of appreciated property to the LLC
- Taxation on sales of an interest and check-the-box regulation
- Employment/self-employment tax issues
- Compensation planning, use of guaranteed payments and distributive shares
- Termination, liquidation and dissolution issues
- Death or retirement of a member
- Using elections to make optional basis adjustments to minimize tax in distributions
- Sale-leaseback arrangements
1:15 P.M. to 2:15 P.M.
LLCs in Alabama: Issuing, Dividing, and Transferring Member Interests
The Corrigan Law Firm PC
- What to do when one of the members dies or retires
- Gifting ownership interests in a LLC
- Withdrawal/transferring of membership
- Negotiating price of ownership interest—mistakes to avoid
2:15 P.M. TO 3:15 P.M.
Indemnification Provisions 101: Putting Theory Into Practice
Stephen A. Walsh
Adams and Reese LLP
- Contractual indemnity: how it works
- Applicable laws
- When to use and possible alternatives
- Determining scope and risk allocation
- Aligning with limitation of liability and other provisions
- Coordinating with insurance policies
3:15 P.M. TO 3:30 P.M.
3:30 P.M. TO 4:30 P.M.
Negotiating Representations and Warranties: Traps for the Unwary
John M. Aaron
Aaron Law Firm
- Negotiating representations and warranties: traps for the unwary. Ensuring enforceability
- Who is liable? Who should take the risk?
- Which reps/warranties cause the greatest liability?
- Negotiating position
- Limitations and exceptions
- Survival of reps and warranties
- Case law review/current court interpretations
4:30 P.M. TO 5:30 P.M.
Ethical Negotiation Tactics to Ensure Good Deals
Miller Smith, LLC
- Ethical challenges during negotiations
- Key objectives for different types of contracts
- Determining what your client wants out of the deal
- Prioritizing objectives: determining what's most important
- Figuring out what's reasonable to ask for
- Determining motivations, strengths and weaknesses of the other side
- Countering client resistance: "you don't know our business", etc.
- Creating alternatives to desired outcomes
- Creating term sheets for negotiations: with sample documents