The Maryland State Bar Association Business Law Section & Continuing Legal Education Department present:2019 Advanced Business Law Institute
Sheraton Hotel in Columbia
April 18, 2019
11:30 a.m. - 6:00 p.m.
4.5 CLE CreditsPROGRAM AGENDA
11:30 p.m. to 12:00 p.m.Registration
12:00 p.m. to 1:00 p.m.Joint Session - Lunchtime speaker - Lakeview Ballroom ABGuidelines: Handling Client Demands for Indemnification, Data Security and More
Large corporate clients have long promulgated guidelines for their outside counsel. Municipalities and smaller clients are now doing so as well. Many of those guidelines raise concerns in various respects—sometimes in the definition of who the “client” is or what constitutes a conflict, sometimes in the billing guidelines, and sometimes in indemnity provisions. Some of these provisions are simply problematic—firms can agree to them if they choose, but need to be aware of the sweeping obligations they are undertaking. Other provisions, especially the indemnity clauses, pose a more serious threat. Given these concerns, lawyers and firms should to be wary of outside counsel guidelines (OCGs), adopt a procedure on handling them, and ensure that all lawyers forward OCGs and other client-tendered engagement letters to the firm’s general counsel or other designated lawyer for review. At a minimum, firms need to know what they have agreed to; in other cases, firms will want to negotiate or reject certain terms. This program will address OCGs and highlight the terms of concern, explain why those terms cause concern, and offer suggestions on how to handle them.Randy J. Curato, Vice President—Senior Loss Prevention Counsel, ALAS (Attorney’s Liability Assurance Society)
1:10 p.m. to 2:00 p.m.Session I
Choice of Entity under the New Tax Act - Lakeview Ballroom CD
Business lawyers are often asked to advise clients on what type of entity they should form for their business transactions. Under the Tax Cuts and Jobs Act, which became effective for tax years commencing after December 31, 2017, corporate and individual tax rates were changed and a new deduction under Code Section 199A was implemented for owners of certain pass-through entities. Consequently, the analysis for determining what entity is most advantageous from a tax standpoint has changed. The IRS recently issued final regulations and other guidance under Section 199A which shed light on the provisions of this new law. The program will discuss the changes made by the TCJA that influence the selection of business entities, as well as touch on the non-tax issues that may be relevant.John R. Orrick Jr., Partner, Linowes and Blocher, LLP
Jim Wilhelm, Tax Partner, SC&H GroupMarijuana Program - Lakeview Ballroom AB
Our panel of experts will also discuss the economic impact of medical cannabis on Maryland and beyond. From regulatory compliance to banking to ethical issues for attorneys representing cannabis clients to real estate, and more, our panelists will share their first-hand experience and perspectives, and take your questions. Andy Cohen, Operator with Grassroots (Carroll County) grower, distributor, and dispensary license holder
Lori Dodson, Deputy Director at Maryland Medical Cannabis Commission
Jonathan Havens, Co-Chair, Cannabis Law Practice, Saul Ewing Arnstein & Lehr LLP
2:10 p.m. - 3:00 p.m.Session IIAlternative Financing - Lakeview Ballroom CD
Entrepreneurs and cash-starved and growth companies are turning to non-traditional financing methods to grow. This program will have a panel of lawyers and business people who have successfully navigated these alternative financing methods. Some of the financing methods discussed will include the y-combinator (safe instrument), kick-starter (rewards-based crowd funding), peer to peer lending networks, and equity crowd funding.Susan Costa-Walston – Founder & Designer, Lilly Trotters
Alex Bullington, Co-CEO and founder, Arbit, Inc.
Greg DiNardo, Co-CEO and founder, Arbit Inc.
Bryan Pelino, Esq., Rosenberg PelinoModerator - William A. McComas, Esq. Bowie & Jensen LLCHow to Enter the Golden Circle of Preferred Attorneys - Lakeview Ballroom AB
Is it the firm or the lawyer; what is the philosophic approach of the Company– Why some in-house attorneys are looking for the full-service firm and others hire the lawyers at the firm.
Are you looking for a legal expert or a business partner? – Why do we often hire the lawyer who best evaluates risk rather than gives the best legal answer? Billing – How in-house attorneys look at what is billed and when. For attorneys considering employment, what are the pros and cons of joining an organization in the office of general counsel?Andy Lapayowker – General Counsel and Secretary, Rosemore, Inc.
Kimberly Neal - General Counsel and Grant Relations Officer, The Children's Guild.
Alicia Wilson, Senior Vice President of Impact Investments and Senior Legal Counsel, Port Covington Impact Investments
DeAndrei Drummond, Group General Counsel, Allegis Group, Inc.; General Counsel and Corporate Secretary, MarketSource, Inc. an Allegis Group Company
3:00 p.m. to 3:15 p.m.Break
3:15 p.m. to 4:05 p.m.Session IIIEmployment Law Update for Business Lawyers - Lakeview Ballroom CD
Overview of the Maryland State Legislature’s 2019 Legislative Session including a close examination of employment laws considered, passed and their impact on private employers. Anticipated areas of activity include raising Maryland’s Minimum Wage, Amendments to the Healthy Working Families Act and Expungement of Convictions for Nonviolent Crimes. New legislation, emerging legislative trends and the impact of the Maryland General Contractor Liability for Unpaid Wages Act (2018), Maryland Disclosing Sexual Harassment in the Workplace Act (2018) and Maryland Equal Pay for Equal Work Act (2016) will be examined.Nicole Windsor, Bowie & Jensen, LLCShut Up Shut UP SHUT UP! Dealing with Use of Social Media by Company Personnel- Lakeview Ballroom AB
Last year’s Tesla Twitter fiasco, in which Elon Musk and his company, Tesla, were subject to an SEC fines and penalties following Musk's tweet that he was "considering taking Tesla private at $420”. This program will discuss risks and best practices concerning the use of social media for communicating with existing and potential investors, as well as the need to put in place policies and procedures to address use of social media as part of investor communications and capital raising and the potential liability under the securities laws for improper use of social media by executives, officers, directors, and third-parties. We will also discuss limitations on companies' abilities to regulate what rank and file employees say on social media platforms.Greg Lawrence, Partner, Conti Fenn & Lawrence LLC
Donna Glover, Baker Donelson
Penny Somer-Greif, Baker Donelson
4:10 p.m. to 5:00 p.m. Session IV
Annual Case Review for Business Law - Lakeview Ballroom AB
A review of recent cases affecting relevant to business law.
Brian Field, Esq., Venable LLP
Timothy Faith, Esq., Faith At Law, LLCLeasing-Issues and Strategies Business Lawyer’s Need to Know - Lakeview Ballroom CD
Business Lawyers negotiate a few leases a year. Some issues such as relocation and assignment require careful planning and strategy. This program will be presented by an attorney whose practice is devoted to leasing representation and Mr. Hirschel will address the successful strategies to use to protect your client be it the Tenant or the Landlord.Ron Hirschel The Hirschel Group, PC.
5:00 p.m. to 6:00 p.m. Cocktail Hour
Sponsored by:SC&H Group, LLC.
910 Ridgebrook Road
Sparks, MD 21152http://www.scandh.com/