2014 Business Law Institute
Doubletree Hotel in Columbia
March 26, 2014
1:00 p.m. – 7:00 p.m.
3.5 CLE Credits (1.0) Ethics
1:00 p.m. to 1:10 p.m. – Welcome and Introductions – Grand Ballroom
1:15 p.m. to 2:05 p.m. – Session I
Grand Ballroom – The Pros and Cons of Doing Business by Contract for an LLC: What to Put in an Operating Agreement and What to Leave Out
This panel will explore several timely and important issues relating to doing business as an LLC. The speakers will discuss the use of LLCs for complex and novel business structures and consider the advantages and limits of this entity form, including a survey of existing operating agreements/forms and any case law to highlight the utility (and potential pitfalls) of varying default rules in Operating Agreements, what you can and cannot vary in MD and DE, and what is possible as far as using LLCs to accomplish more complex business and financing structures.
Panelist(s): Carmen Fonda, Esq. (Venable) and Robert Ercole, Esq. (Neuberger, Quinn, Gielen, Rubin & Gibber)
Columbian Room – Key Considerations for Business Clients Experiencing Financial Distress
This panel will explore issues and strategies that business lawyers should consider when dealing with a financially distressed client. The speakers will discuss—from the company’s perspective—key issues such as preference law, lease acceptance/rejection, employee pay and benefits, voluntary and involuntary business dissolution, receiverships, assignments for the benefit of creditors, and shareholder disputes.
Panelist(s): Linda Donhauser, Esq. (Miles & Stockbridge) and Irving Walker, Esq. (Cole Schotz)
2:10 p.m. to 3:00 p.m. – Session II
Grand Ballroom – Control Issues in Business Entity Disputes
We will address Maryland law on entity control issues, including "squeeze out" minorities, remedies, and advice about representing a departing stockholder/member/partner in instances where there are no governing agreements (e.g. buy-sell agreement, shareholders’/operating agreement, etc.). We will also examine shareholder oppression in Maryland (developments and planning for disputes in situations where the parties have differences in bargaining power).
Panelist(s): Glenn Cooper, Esq. (Paley Rothman)
Columbian Room– Securities
Join us as the Commissioner of the Maryland Division of Securities discusses potential missteps that could put your client on the Division’s radar. The discussion will include a review of recent investigations and actions, the failures that led up to the actions, and the spectrum of potential outcomes as well as hot topics in securities regulation such as crowd funding and general solicitation. Discussions will include how the Division discovers the situations involved, how it proceeds to investigate them, how it determines to resolve them, and other hot topics.
Panelist(s): Melanie Senter Lubin, Securities Commissioner of the Maryland Division of Securities
Facilitator: George Lawler, Esq.
3:00 p.m. to 3:15 p.m. – Break
3:15 p.m. to 4:05 p.m. – Session III
Grand Ballroom – Cases of Significance for Maryland Business Lawyers in the last twelve (12) months
The Maryland Judiciary was active this past year. There were judicial opinions narrowing shareholder rights and curbing the extent of novel directors’ duties imposed by judicial opinion the previous year. There also were important opinions affecting the law of negotiable instruments, the viability of verbal agreements, the enforceability of arbitration clauses, and the tort liability of insurance brokers among others. This program will examine developments and significant trends in Maryland law wrought by the judiciary in the past year. It is intended to help practitioners remain up-to-date on business law issues affecting corporate governance, contracting, tort liability, and business planning.
Panelist(s): Edward E. Sharkey, Esq. (Law Office of Edward E. Sharkey LLC) and Brian P. Field, Esq. (Venable LLP)
Columbian Room – Practical Tips for Drafting and Negotiating Software License Agreements: A look into what really matters from both outside counsel and in-house counsel perspectives
This program will discuss key provisions when reviewing software license agreements. Companies today would be hard pressed to not utilize any software or other technology that necessitate signing a license agreement. An agreement sent from a vendor may be overly complicated or shockingly short. We hope to make this program educational for a variety of practitioners. From those who rarely encounter software agreements but want to understand the “red flag” items to those who practice in the technology arena and want some practical drafting tips. A special focus on intellectual property will be presented by senior patent counsel at Under Armour, Inc.
Panelist(s): Rita J. Piel, Esq. (Miles & Stockbridge P.C.) and Wesley Muller, Esq., Senior Counsel, Patents (Under Armour, Inc.)
4:10 p.m. to 5:00 p.m. – Session IV
Grand Ballroom – Developing Ethical Issues in Business Transactions
Panelist(s): Alvin I. Frederick, Esq. (Eccleston & Wolf, P.C.) and Bar Counsel Glenn M. Grossman, Esq. (Attorney Grievance Commission)
Columbian Room – Why the Standard Arbitration Clause Doesn’t Work and What To Do About It
Arbitration is unfairly viewed by some attorneys as too expensive, subject to compromise outcomes, lacking in predictability, and devoid of the possibility of appeal. Such inefficiencies in arbitration are often self-inflicted and are largely avoidable. In actuality, arbitration is highly customizable and can be made streamlined, affordable and predictable and newly adopted AAA rules provide a method for appeal.
This presentation, first, will briefly examine why the standard arbitration provision most often found in contracts is plainly inadequate to achieve the objectives of arbitration and, second, will offer specific suggestions to customize your practice of arbitration. Course materials will include a detailed and fully customizable arbitration clause including selection of arbitrators, extent of arbitrator authority, application of statutes of limitation, conduct of and restrictions on discovery, presentation of evidence and testimony, pre- and post-hearing briefs, legal research by the arbitrators, type of award, attorneys’ fees and costs, reconsideration, appeals, and other topics. We will also briefly look at the New AAA Commercial Rules and the New AAA Appellate Rules.
Finally, there will be a brief review of the three principal styles of mediation (facilitative, evaluative, and collaborative) and how those styles may best apply in practice.
Panelist(s): Art House, Esq. (Paley Rothman)
5:00 p.m. to 6:00 p.m. – Plenary Session (Grand Ballroom)
ROBERT A. ROSENBAUM, President & Executive Director, Maryland Technology Development Corporation
CHRISTOPHER G. COLLEGE, Managing Partner, TEDCO Capital Partners, LLC
Mr. Rosenbaum and Mr. College will discuss the background of TEDCO and introduce business attorneys to TEDCO’s opportunities and how they may be useful to their clients. They will also discuss the suite of private equity funds that TEDCO is rolling out which may be of interest to prospective portfolio companies for possible funding.
6:00 p.m. to 7:00 p.m. – Cocktail Hour – Sponsored by:
Katz, Abosch, Windesheim, Gershman & Freedman, P.A
9881 Brokenland Parkway, Suite 220
Columbia, Maryland 21046
Join faculty members and colleagues for a cocktail hour in the hotel`s atrium
*If you have any dietary restrictions, please let us know. We will do our best to accommodate you.
MATERIALS FOR LIVE SEMINAR
You have a choice of a hard copy of the course materials or you may choose to download them. If you wish to receive a hard copy, you must choose the Hardcopy Materials option at check-out and we will supply you with the book when you arrive at the program. If you choose to download materials, you must choose the Electronic Materials option at check-out and we will send you a link to the pdf version of the materials in advance of the program to your e-mail and you will not receive a printed copy of the book. Please be sure that your e-mail address is correctly spelled on your account.
For those of you who do not wish to attend the live program: