Tennessee Business Law Conference - Materials Only
Held at Nashville School of Law on Thursday and Friday, May 3-4, 2018
Get your materials of this two-day satisfaction-guaranteed event and enhance your professional skill set.
The 4th Annual Tennessee Business Law Conference packs two days with leading authorities delivering critical law practice guidance on the hottest topics and some of the most complex issues you’ll face. It features a faculty of leading business law attorneys explaining the very latest developments in Tennessee business law and sharing their experiences.Highlights include:
- Series LLCs. Michael Goode outlines the steps to follow when organizing a Series LLC, including the major benefits of a Series LLC.
- Cybersecurity. Justin Joy and Thomas Ritter will give you an overview of the cyber threat landscape for businesses and will discuss data breach litigation trends.
- Business contracts. Candi Henry gives you tips on drafting and negotiating business contracts.
- Contract breach. Chuck Fisher will discuss how to address disputes, calculate damages, and come up with successful remedies.
- Valuation. Joshua Hedrick, MBA and Certified Valuation Analyst, will explain the best ways to value businesses and business assets in Tennessee.
- Indemnification. Matthew Lyon will provide an overview of indemnification while Andrew Pulliam will discuss negotiation of indemnification provisions and agreements.
- Ethics. Kelly Frey and Gary Brown will discuss corporate compliance and ethics and will walk you through identifying and managing common business risks. Terry Adams will provide guidance on ethical practices when issues of your scope or representation and conflicts of interest arise.
Your Distinguished Faculty
|Terry G. Adams is the founder and managing attorney of the Adams Law Firm, where he focuses his practice on negotiations and contracts. Mr. Adams is a former certified National Football League Players Association contract advisor. He is a member of the American, Tennessee and Knoxville bar associations and the Association of Trial Lawyers of America. Mr. Adams is also a certified sports agent. Currently he sits on the Tennessee Bar Association's Executive Committee for Sports and Entertainment. Prior to his career in law, Mr. Adams was a consultant to candidates for the U.S. House of Representatives and the U.S. Senate; he served in the U.S. Navy Reserves for eight years; and studied abroad in Madrid, Spain and Budapest, Hungary.|
|Charles S. Blatteis is the managing member at Blatteis Law Firm, PLLC, where he provides legal services to both U.S. individuals and entities doing business and investing in the United States and abroad through corporate and transactional legal work. He also assists foreign nationals and immigrants with their litigation matters in the United States. Mr. Blatteis serves officially as a “Consulting Attorney” for the Consulate General of Mexico in Little Rock, as well as for the Consulate General of Peru in Atlanta. He is active in Memphis area civic affairs which include the Federal Reserve Bank of St. Louis, Memphis Branch (past director and past chairman of the board).|
|Gary Brown is a partner in the Nashville office of Nelson Mullins Riley & Scarborough LLP, where he practices in the areas of securities compliance and corporate governance. Prior to joining Nelson Mullins, he served for more than six years as the chief executive officer of a Florida-based financial services company that specialized in the life insurance settlement industry. In more than 30 years of practice, Mr. Brown has advised a wide variety of public companies in the areas of corporate governance, securities compliance, and mergers and acquisition. He has been at the center of significant national transactions and events, including U.S Senate investigations into the 2002 collapse of Enron Corp. and the role of investment banks in the 2008 financial crisis as well as the resulting legislation – the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act.|
|Dalen Farmer is an attorney whose solo practice is located in Murfreesboro, Tennessee. His areas of expertise include corporate administration and transactions, comprehensive estate planning, trust and probate services, as well as general business consulting. Mr. Farmer's clients are typically business owners, professionals, executives and retirees in Middle and East Tennessee. In addition to practicing law, he has also worked as a wealth management advisor with regional and national investment houses. Mr. Farmer is admitted to practice in Tennessee; and is a member of the American, Tennessee, and Rutherford County bar associations. He serves on the Board of Directors of the University of Tennessee Alumni Association (Middle Tennessee), and is Chapter Advisor for Phi Delta Theta Fraternity- Tennessee Eta Chapter at Middle Tennessee State University. He has a degree in Economics from the University of Tennessee, and Juris Doctorate degree from Humphreys School of Law at the University of Memphis.|
|Charles G. (Chuck) Fisher, VI, with Grant, Konvalinka & Harrison, P.C., in Chattanooga, has a general business and litigation practice, with a focus on finance, real estate, business transactions and business litigation. Mr. Fisher handles a variety of business transactions, including contracts, debt and equity financing, business acquisitions and real estate sales, leasing and development. In addition, he is an experienced litigation attorney with a focus on commercial collections, contractual and shareholder disputes and matters involving real estate and title insurance.|
|Kelly Frey is a member of the Nashville office of Nelson Mullins Riley & Scarborough LLP. Mr. Frey is General Counsel to the Ethics and Compliance Officer Association (the trade association for Chief Compliance/Ethics Officers for the Global 1000) and focuses his practice on corporate and technology transactions. Mr. Frey has over 35 years of private practice and general counsel experience and is the author of numerous books and articles, including Frey on Intellectual Property and Technology Transactions. Mr. Frey has been selected numerous times as Nashville’s “Attorney of the Year” for Information Technology and Technology Transactions. He is former president of the Nashville Film Festival and produces feature films.|
|Matthew G. Gallagher, is an attorney with Littler Mendelson P.C., where he represents employers in federal and state courts, as well as in proceedings before administrative agencies such as the Equal Employment Opportunity Commission and National Labor Relations Board, in a broad range of labor and employment law matters. Mr. Gallagher has significant experience representing management clients in the healthcare, hospitality, manufacturing and transportation industries. In his litigation practice, he regularly handles matters involving discrimination and harassment claims; wrongful discharge and related state tort claims; unfair competition and trade secret issues; wage and hour issues; and unfair labor practices.|
|Michael Goode is an attorney at Stites & Harbison, PLLC in the Nashville office where he helps businesses and families with their tax, business and estate planning needs. Mr. Goode works closely with advisors, banks and trust companies to provide innovative solutions to clients’ wealth preservation needs. He has become a trusted advisor on taxation issues for governmental agencies and large and small companies.|
|Joshua Hedrick is a senior manager with Kraft Analytics, LLC, an affiliate of KraftCPAs. He focuses on valuation, forensic and transaction advisory services. Mr. Hedrick’s valuation experience includes business valuations, equity interests, debt instruments, intellectual property and other intangible assets for investment, lending, managerial planning, compliance, accounting, tax, marital dissolution, restructuring and litigation purposes. His forensic experience includes working with attorneys related to valuation issues, transactional disputes, economic damages, intellectual property, corporate investigations, employee fraud and insurance coverage.|
|Candi Henry is a shareholder at Dodson Parker Behm & Capparella, PC, in Nashville where she advises municipal agencies, companies, and individuals on a wide range of business, employment, and contract matters. Her litigation practice focuses on handling appeals. Her clients include tech, startup, and SaaS-based businesses as well as restaurateurs, media companies, and non-profits. She served for more than seven years as Associate Editor of the Tennessee Tort Law Letter, a monthly publication providing case summaries and analysis to attorneys across the state. She has also served as Assistant Editor of the Tennessee Appellate Practice Handbook and as an Assistant Editor of the Tennessee Practice Series. She has been included on the Mid-South Super Lawyers® “Rising Star” List four times. Candi also serves as coordinator of the Legal Skills and Values program at Nashville School of Law.|
|Justin Joy is a shareholder in the Memphis office of the Lewis, Thomason, King, Krieg & Waldrop, P.C law firm. In addition to a range of experience in litigation and business law matters, Justin heads up Lewis Thomason’s cybersecurity practice group. He provides counsel to clients in the area of information privacy and cybersecurity including incident investigation and breach response management, regulatory compliance, privacy and security policy review and drafting, and cyber risk management. Justin is a Certified Information Privacy Professional/US (CIPP/US) and a Certified Information Privacy Technologist (CIPT) through the International Association of Privacy Professionals.|
|Ralph Levy, Jr. Of Counsel with Dickinson Wright PLLC in Nashville, concentrates his practice in the areas of corporate law, corporate governance, emerging business, estate planning and administration, healthcare, mergers and acquisitions, and taxation. He has assisted a closely held provider of non-fossil fuel power generation services in entity formation, development of template agreements for the sale and/or lease of generators for the production of power and in the financing-related documents needed as to financing of the company. He has advised a nationally recognized provider of pet grooming services in developing and implementing its business plan to provide high quality pet grooming services and retail sales of pet-related products from leased and franchise locations inside a major retailer and over the web.|
|Matthew Lyon is the Associate Dean for Academic Affairs and Professor of Law at the Lincoln Memorial University, Duncan School of Law in Knoxville. Mr. Lyon teaches Business Organizations, Contracts, Civil Procedure, and Payment Systems. His scholarship is focused on business law and civil litigation, particularly variations among the states and between the state and federal systems in those areas. Mr. Lyon studies how state courts and legislatures use their rules of civil procedure and/or substantive laws governing corporations to achieve their explicit or implicit policy goals. Mr. Lyon also believes strongly in writing and presenting on issues of interest to local and state bars.|
|Andrew J. Pulliam is a partner with the law firm of Wyatt Tarrant & Combs LLP, where he practices in the areas of commercial litigation, insurance, trusts and estates, probate, and health care. Mr. Pulliam has written the article titled "Toward the Creation of Federal Bioethics Commission and Model Rules of Bioethical Conduct: A Proposal of Legal and Ethical Guidelines for the Rapidly Expanding Medical Genetics Field," 19 Med. L. Quarterly 1 (Parts 3 & 4, 1995). Mr. Pulliam earned his B.S. degree from the U.S. Naval Academy and his J.D. degree from Vanderbilt Law School. He is a member of the Nashville, Tennessee, American and Federal (past president, Nashville Chapter) bar associations.|
|Thomas Ritter is an associate attorney at Thompson Burton PLLC. His practice area primarily focuses on cybersecurity and multi-level marketing law. As a cybersecurity attorney, Mr. Ritter advises diverse clients from start-ups to established corporations on cybersecurity matters ranging from regulatory compliance, the understanding and acquisition of cyber insurance, the legal responsibilities in lieu of an incident, and comprehensive mitigation techniques through hands-on employee training and executive C-suite education and integration.|
|Richard R. Spore, III, with Bass, Berry & Sims, PLC in Memphis, in 25 years of practice, has advised hundreds of real estate investors and other capitalists on how to best reach their business objectives through three primary areas: commercial real estate and lending, business and transaction planning, and business divorce. Mr. Spore has taught business law and business planning to undergraduate and graduate business students and to law students. His third book, The Guide to Business Divorce, was published by the American Bar Association in 2012. He also chaired the committees that adopted Tennessee’s current laws in the areas of limited liability companies and general partnership entities.|
Thursday, May 3 (Day 1)
Preliminary Business Contract Negotiation, Necessities, Tips and Tricks
8:00 A.M. TO 9:00 A.M.
Dodson Parker Behm & Capparella PC
How do contract law decisions apply to your pending cases? What pre-contract negotiation strategies are working to drive better client outcomes? In this opening session, you’ll gain valuable information and ideas for getting to win-win when working out the details on business contracts.
- State, federal and UCC contract law update
- Trends and issues
- Choice of forum and law
- Time of performance
- Fundamental principals of business contracts
- E-Contracting and E-Signatures
- Pre-contract negotiation strategies
- Multi-party negotiation considerations
- Ensuring ALL parties are identified
Cybersecurity Cases and Trends: Help Clients Comply and Control Risk
9:00 A.M. TO 10:30 A.M.
Justin Joy, Lewis Thomason
Thomas Ritter, Thompson Burton PLLC
So much is at risk from cyber threats – a client's tangible assets, legal liability, operational disruption, intellectual property theft, loss of reputation, and the trust of customers, vendors, and employees. Are your clients at risk? Are you giving them the best counsel? Are you prepared to help them respond to a cyber attack or data breach?
- Overview of cyber threat landscape for businesses
- Tennessee’s breach notification law
- Recent Federal Trade Commission enforcement activity regarding data security
- Data breach litigation trends
- Cyber risk management including vendor management, creating an aware workforce, cyber insurance considerations, and incident response preparedness
- Best practices for law firms – how to handle your client’s information
BREAK 10:30 A.M. TO 10:45 A.M.
Business Entity Laws: What Every Litigator Should Know
10:45 A.M. TO 11:30 A.M.
Bass, Berry & Sims, PLC
Noted attorney and author of The Guide to Business Divorce will provide you will all you need to know about Tennessee business entity laws in litigation.
- How to determine the correct entity to sue
- Referring to the correct business entity act
- Organization documents required for different kinds of business entities
- Which agreements among business owners must be in writing
- Provisions of the business entity acts that can’t be waived by agreement
- When a business entity party to litigation dissolves
- Personal liability of business owners
- Fiduciary duties of owners and managers under the business entity acts
- Voting and distribution rights of owners
Competition, Confidentiality, and Covenant Conundrums
11:30 A.M. TO 12:30 P.M.
Littler Mendelson P.C.
Employers often have legitimate concerns about former employees soliciting their customers or using confidential information in a competing business. Matthew Gallagher will explain how to draft rock solid non-compete agreements that comply with Tennessee law.
- Negotiation strategies and secrets
- Language to be wary of
- Examples of clauses gone wrong
- Case law review
LUNCH 12:30 P.M. TO 1:30 P.M.
(LUNCH INCLUDED WITH REGISTRATION)
Series LLCs and Uniform Law: How to Take Advantage of New Opportunities
1:30 P.M. TO 2:30 P.M.
Stites & Harbison, PLLC
A Series LLC is a limited liability company that has elected to allow the creation of separate series. The main attraction of a Series LLC is the separation of liability using only one entity and paying only one annual fee. This easily creates and dissolves series without having to create new companies. With the recent Uniform Law on Series LLC, states such as Tennessee are beginning the process of changing their laws. Let Mr. Goode walk you through:
- Main attractions of a Series LLC
- Dissolving a Series LLC
- When is a Series LLC appropriate?
- Changes to Tennessee's LLC Law
Corporate Compliance and Ethics: Where the Traps Await for Business Law Practitioners
2:30 P.M. to 4:15 P.M. (15 minute networking break included)
Kelly Frey, Nelson Mullins
Gary Brown, Nelson Mullins
Business lawyers face potential ethical pitfalls and emerging risks on a daily basis. Earn DUAL CLE as you learn how to spot and avoid them in 2018 and beyond.
- Ethics traps for lawyers
- A brief history of ethics
- The trust deficit
- Corporate culture and cult
- Is it now unlawful to be unethical?
Breach of Contract
4:15 P.M. TO 5:00 P.M.
Grant, Konvalinka & Harrison, P.C.
A client wants to sue for breach of contract – or is facing a threat of suit. What are the first steps? How can you help your client resolve the claim expeditiously and with the best possible outcome? In this session, you’ll learn what’s working in contract breach settlements, negotiations, and litigation.
- Business contract enforceability issues
- Addressing disputes
- How to calculate damages
- Successful remedies
Friday, May 4 (Day 2)
8:00 A.M. TO 9:00 A.M.
Overview of Indemnification
Lincoln Memorial University, Duncan School of Law
Indemnification provisions can be a great way to shield your client from the losses that may arise out of future litigation. In this session, law professor Matthew Lyon will lay out the benefits and risks of indemnification in business contracts and explain the key principles behind their effectiveness.
- What is indemnification
- Why and when do you need specific indemnification protections
- What are the benefits of indemnification
- Who are the appropriate parties to it
- Different types of indemnification provisions
- Issues commonly negotiated in indemnification provisions
Negotiating Indemnification Provisions and Agreements
9:00 A.M. TO 10:00 A.M.
Wyatt Tarrant & Combs LLP
Indemnification provisions in business contact negotiations can be contentious, as they create the potential for substantial liability should the unexpected happen. If you are representing the indemnifying party, what should you demand? How can you ensure that the indemnification clause you draft will be enforceable? In this session, you’ll learn:
- Thresholds for indemnification liability
- Limits of indemnification
- Clarifying indemnity, indemnify, indemnification and Hold Harmless
- Ensuring enforceability
- How to strategically negotiate indemnity and limitation of liability clauses
- Interplay of insurance, limitation of liability, and indemnity
- Agreeing to defend as well as hold harmless
- Controlling push-back through liability and risk allocation
- Insurance, waiver and subrogation
- Indemnifying 3rd parties
- Negotiating no undisclosed liabilities and full disclosure
- New ways of thinking about indemnity during the deal
- Reciprocity in indemnity provisions
- Case law review
BREAK 10:00 A.M. TO 10:15 A.M.
Contract Ethics: New Rules for Doing it Right
10:15 A.M. TO 11:45 A.M.
The Adams Law Firm
When you’re deep in a contact negotiation or dispute, are you prepared to spot and dodge the ethical missteps that can suddenly appear? Earn DUAL CLE credit as we cover:
- Rules of professional conduct
- Confidential information of a client
- Scope of representation
- Conflicts of interest
LUNCH: 11:45 A.M. TO 12:45 P.M.
(INCLUDED WITH REGISTRATION)
Legal Due Diligence: Insight from a Business Contract Attorney
12:45 P.M. TO 1:45 P.M.
Dalen Farmer, PLLC
The deal is entering the home stretch and the it’s time to make sure you’ve thought of everything. Due diligence in business contracting is critical, involving multiple steps and huge risks. Learn where and how to check every detail:
- The due diligence request and review process
- Corporate and LLC document red flags
- Hidden liabilities (disputes, lawsuits, regulatory issues)
- Employment, non-disclosure and non-compete agreements
- Dealing with intellectual property, permits and licenses
- The search for contracts (employees, vendors, software, suppliers)
- Real estate transfers and leases
- Avoiding UCC/security interest mistakes
Clarifying Procedures in Mergers and Acquisitions of Privately-Held Companies
1:45 P.M. TO 2:45 P.M.
Blatteis Law Firm, PLLC
Execution of M&As in Tennessee can be complex. In this session, you’ll get valuable guidance on:
- Negotiation strategies
- Drafting the letter of intent
- Due diligence requirements
- Covenants and conditions
- Indemnification and adjustments to price
- Licensing requirements and management service agreements
- Strategic provisions in stock and asset purchase agreements
- Representations and warranties
- Immigrant employee (I-9) issues
- Legal opinions
- Preliminary considerations - FCC
- Pre-closing, closing, and post-closing considerations and checklists
- Data and privacy security matters
BREAK 2:45 P.M. TO 3:00 P.M.
LLC Mergers, Conversions, and Reorganizations
3:00 P.M. to 4:00 P.M.
Dickinson Wright PLLC
Tennessee law makes the establishment of an LLC the best option in many situations. But what happens when a client needs to merge, convert, or reorganize an LLC? Get new insights into LLC client issues.
- Tax consequences of mergers
- Tax challenges of LLC conversions
- Tax consequences of reorganizations
Business Valuation Essentials: How to Find and Prove the Price
4:00 P.M. TO 5:00 P.M.
Attaching a number to a business or a business asset is key to executing any transaction or negotiation. So what’s the best way to arrive at figures everyone can agree on? Let Certified Valuation Analyst Joshua Hedrick explain best practices in:
- Valuation of closely held companies
- Standards and premises of value
- Conducting background analysis – economic, industry, and financial
- Asset, income, and market valuation approaches
- Normalizing financial statements
- Valuation discounts
Nashville School of Law
4013 Armory Oaks Drive
Nashville, TN 37204
FREE PARKING and FREE WIRELESS INTERNET ACCESS